(jJnrupU 2Iaui ^rlynnl Hibtaty 
 
Cornell University Library 
 KFO 210.A3 1891 
 
 Ohio corporations other than municipal : 
 
 I 
 
 3 1924 024 702 031 
 
Cornell University 
 Library 
 
 The original of this book is in 
 the Cornell University Library. 
 
 There are no known copyright restrictions in 
 the United States on the use of the text. 
 
 http://www.archive.org/details/cu31924024702031 
 
f c^ ^yf ttm M, BECKWITff, 
 BOOK EXCHANGE, 
 
 ESPECIALLY , ; 
 
 L.AW BOOKS, 
 216 SOUTH CLARK ST., 
 R8WI418, CHICAQO. 
 
OHIO CORPORATIONS 
 
 OTHICR TH-A-DSr MITTNICIFA-L 
 
 AS AUTHORIZED UY THffi OLD AND NBTV 
 
 CON^STITXJTIO^S 
 
 REaUL^TED BY STATUTE 
 
 "With Notbs of Decisions and a Complbte Manual or 
 
 FORMS 
 
 Tor Okqanizinq and Managing all kinds of Companies and 
 Associations 
 
 
 „ r'^ 
 
 
 A. T.'^EWER 
 
 AND 
 
 G. 
 
 , A. LAUBSCHER 
 
 
 Of the Cleveland Bar 
 
 SECOND EDITION, ENLARGED 
 
 ciisrcmjsfATi 
 
 ROBBET CLARKE & 00 
 1886 
 
CoPYRIfiHT, 1886, 
 
 By EOBERT CLARKE & CO. 
 
INTRODUCTION. 
 
 This book brings together the constitutional and statu- 
 tory provisions of Ohio relating to private corporations, 
 with notes of important decisions. It also furnishes 
 forms for organizing, and a code of regulations and 
 by-laws for managing all kinds of companies and associa- 
 tions. 
 
 It is a work for the convenience of lawyers, and for 
 the information and assistance of managers of corporations. 
 
 Under Ohio statutes, corporations may now be formed 
 for any purpose for which individuals may lawfully asso- 
 ciate themselves, except for dealing in real estate or carry- 
 ing on professional business. The extent to which Ohio 
 people avail themselves of corporate rights may be judged 
 by the fact that in thfe year 1883 alone 1334 companies 
 were formed, with authorized capital of $209,000,000. 
 Since the present constitution was adopted in 1851 over 
 10,000 corporations have been formed, with authorized 
 capital anaounting to more than two billion dollars. Cor- 
 porations of various kinds are now (1884), being formed 
 at the rate of at least four for every working day in the 
 year, with an average capital for each company of $15,- 
 715 on the bases of 1883, making $62,860 new capital 
 put under corporate control every twenty-four hours. 
 
 These corporations are artificial beings, " the work of 
 men's hands," and have been created out of materials 
 more intangible than " dust of the earth." They are 
 legal persons made out of paper forms, and they exist 
 from year to year through the observance of certain 
 requirements of law. 
 
 (iii) 
 
IV INTRODUCTION. 
 
 The statutes of Ohio provide no manual of forms for 
 organizing or conducting corporations. JSTor is any officer 
 of the state invested with power to pass upon the suffi- 
 ciency of organization, or prescribe forms which the 
 courts are bound to recognize. The organization of life 
 insurance companies and a few such corporations are 
 supervised by the attorney-general. But there is no su- 
 pervision of the organization of ordinary business com- 
 panies, and the state has no official knowledge of their 
 existence, except through a certificate filed in the office of 
 the secretary of state, and a statement that ten per cent 
 of the stock has been subscribed. The question whether 
 a given company is in fact a corporation is left open and 
 may be raised in any lawsuit in which it is a party. It is 
 important, therefore, that the statutes be made accessible 
 to those who control corporations, and that the law be 
 accompanied with forms for doing properly whatever 
 may be required in exercising the powers conferred. 
 
 In this book will be found the corporation laws con- 
 tained in the revised statutes' of 1880, as amended and 
 supplemented in the annuals for 1880, 1881, 1882, 1883, 
 and 1884, known as volumes 77, 78, 79, 80, and 81, Ohio 
 Laws. The notes of Supreme Court and Supreme Court 
 Commission decisions include the 40th volume and part 
 of the 41st volume of Ohio State Heports. 
 
 Cleveland, 0., THE AUTHORS. 
 
 Dec, 1884. 
 
PREFACE TO SECOND EDITION. 
 
 In this edition the laws are printed as amended and sup- 
 plemented in the annuals for 1885 and 1886, known as 
 volumes 82 and 83 of Ohio Laws, and notes have been 
 added of the decisions rendered by the Supreme Court 
 since the first edition appeared, including those contained 
 in the 41st, 42d, and 43d' volumes of Ohio State .Reports. 
 Notes have also been made of the principal decisions pub- 
 lished to date in the 1st volume of the Circuit Court Re- 
 ports. 
 
 Changes have been made in a few of the forms and 
 numerous other forms have been added. 
 
 THE AUTHORS. 
 
 Cleveland, O., August, 1886. 
 
TABLE OF CONTENTS. 
 
 I.— CONSTITUTIONAL PROVISIONS. 
 
 Corporations under the constitution of 1802, 
 CorBorations under the constitution of 1851, 
 
 II.— STATUTOEY REGULATIONS. 
 
 Taxation, annual reports, etc., 
 
 Creation of corporations and general provisions. 
 
 Railroad companies. 
 
 Street railway companies. 
 
 Inclined plane railway companies, 
 
 Union depot companies, 
 
 Magnetic telegraph companies, 
 
 Turnpike and plank-road companies, 
 
 Bridge companies, 
 
 Gas and water companies. 
 
 Hydraulic companies. 
 
 Cemetery associations, 
 
 Superintendent of insurance. 
 
 Life insurance companies, 
 
 Insurance companies other than life, 
 
 Agricultural corporations, 
 
 Societies to prevent cruelty to animals, 
 
 Colleges and institutions of learning. 
 
 Religious and other societies, 
 
 Savings and loan associations, . 
 
 Collateral loan companies, . 
 
 Free banking companies. 
 
 Powers of certain corporations, 
 
 Where actions to be brought, 
 
 Receiver, 
 
 Dissolution of corporations, 
 
 Change of name, 
 
 Quo warranto, . . . 
 
 Nuisances, . . o 
 
 Page. 
 
 
 
 1 
 
 1 
 
 2 
 
 
 4 
 
 
 
 27 
 
 
 
 108 
 
 
 
 113 
 
 
 
 113 
 
 
 
 115 
 
 
 
 122 
 
 
 
 144 
 
 
 
 149 
 
 
 
 153 
 
 
 
 155 
 
 
 
 162 
 
 
 
 171 
 
 
 
 195 
 
 
 
 219 
 
 
 
 226 
 
 
 
 231 
 
 
 
 246 
 
 
 
 256 
 
 
 269 
 
 
 271 
 
 
 280 
 
 , 
 
 304 
 
 
 305 
 
 
 306 
 
 
 9,318 
 
 . 
 
 318 
 
 
 
 319 
 
 (vii) 
 
TABLE OF CONTENTS. 
 
 Offense and indictment, 
 Eepealed and lost charters, 
 Table of fees for incorporations, 
 
 Page. 
 322 
 323 
 324 
 
 FORMS. 
 
 III.— FOE CORPORATIONS, FOR PROFIT. 
 
 MANnFACTURING COMPAKIES OF ALL KINDS: 
 
 Articles of incorporation, ..... 
 
 Notices, waivers, subscriptions, proxies, etc.. 
 
 Minutes of first stockholders' meeting, election of directors, etc.. 
 
 Minutes of first directors' meeting, election of officers, etc, 
 
 Oath of directors and trustees, 
 
 Bond for officers. 
 
 Regulations of corporation for profit. 
 
 By-laws, ...... 
 
 Certificate — common and preferred. 
 
 Certificate — stock reserving lien. 
 
 Pledges of stock as collateral, 
 
 S.ile of stock for assessment, power of attorney, etc., 
 
 Increase of stock, notices and waivers. 
 
 Reduction of stock, notices and certificate. 
 
 Increase of stock of building association, • . . \ 
 
 Verification for corporation. 
 
 Reorganization of railroads, 
 
 Consolidation of railroads, 
 
 ARTICLES OP incorporation: 
 
 Amendment of articles, changing name, etc.. 
 
 Articles limiting votes, 
 
 For manufacturing companies, etc.. 
 
 For insurance companies, 
 
 1. Life insurance companies, 
 
 2. Fire insurance companies, . 
 
 3. Mutual protection associations. 
 For railroad companies. 
 For street railroad companies. 
 For union depot companies. 
 For miscellaneous companies, including bridge, storage, telegraph 
 
 and gas companies, savings and loan associations, etc., 
 For bank under general laws, ..... 
 For bank under free banking act. 
 
 329 
 331 
 333 
 334 
 334 
 335 
 335 
 338 
 341 
 343 
 343 
 344 
 345 
 346 
 357 
 357 
 359 
 361 
 
 353 
 353 
 364 
 
 365 
 366 
 367 
 367 
 368 
 368 
 
 369 
 
 378 
 378 
 
TABLE OF CONTENTS. ix 
 
 FOR CORPORA TlOlSrs, NOT FOR PROFIT. 
 
 ARTICLES OP INCORPORATION: 
 
 Page. 
 For mutual aid association, ..... 354 
 
 For religious societies, . . . . . .381 
 
 For scbools and literary societies, .... 383 
 
 For benevolent societies, lodges, etc., .... 385 
 
 For social clubs, ...... 388 
 
 For miscellaneous societies, ..... 389 
 
 Regulations, ...... 339 
 
 Certificate adding to objects of corporation, . . . 354 
 
 Certificate accepting new provisions, .... 355 
 
 IV —LOANS AND MORTGAGES BY CORPORATION. 
 
 Resolution authorizing loan and mortgage, . . 347 
 
 Coupon bonds, ....... 348 
 
 Mortgage securing bonds, . .... 351 
 
 Resolution authorizing loan and unsecured bonds, . . 355 
 
 Unsecured bond, ....... 356 
 
 v.— ASSIGNMENT BY CORPORATION. 
 
 Resolution authorizing assignment, .... 358 
 
 Deed of assignment, ...... 358 
 
 VI.— DISSOLUTION OF CORPORATION. 
 
 Petition for dissolution, ...... 391 
 
 Order appointing referee, ..... 392 
 
 Decree, and appointment of receiver, .... 393 
 
TABLE OF OHIO CASES CITED IN NOTES. 
 
 Page. 
 Am. Bible Assn. ». Marshall, 15 
 
 Ohio St. 537 26 
 
 Arthur V. Odd Fellows' Assn., 
 
 29 Ohio St. .55'? 188 
 
 Atkinson v. Mar. & Oin. R. R. 
 
 Co., 15 Ohio St. 21 34 
 
 Bankw. Bank, 36 Ohio St. 355.. 20 
 B. Hall, 35 Ohio St. 166.... 10 
 
 of Toledo V. Toledo, 1 
 
 Ohio St. 622 10 
 
 V. h. S. & M. S. Ry. Co., 
 
 21 Ohio St. 221 20 
 
 V. Pomeroy Flour Co., 41 
 
 Ohio St. 552 10 
 
 V. W. U. Tel. Co., 30 Ohio 
 
 St. 555 120 
 
 Bartholomew v. Bentley, 1 Ohio 
 
 St. 37 6, 17 
 
 Bates V. Lewis, 3 Ohio St. 459... 13 
 «. People's S. & L. Assn., 
 
 42 Ohio St. 655 286 
 
 Boley V. Ohio Life Ins. & Trust 
 
 Co., 12 Ohio St. 139 305 
 
 Bonewiiz v. Van Wert Co. Bank, 
 
 41 Ohio St. 78 23 
 
 Bonham v. Taylor, 10 Ohio, 
 
 108 6, 145 
 
 Bradley v. Bauder, Auditor, 36 
 
 Ohio St. 28 3, 21 
 
 Brown V. Hitchcock, 36 Ohio St. 
 
 667 22 
 
 Building Assn. v. Gallagher, 25 
 
 Ohio St. 208 .'. 285 
 
 Burt V. Rattle, HI Ohio St. 116.. 25 
 Callender u. P. & H. R. R. Co., 
 
 11 Ohio St. 516 7 
 
 Campbell v. Mar. & Cin. R. R. 
 
 Co., 23 Ohio St. 168. ..35, 80, 82 
 Canal Co. v. Commissioners, 27 
 
 Ohio Sf. 14 2 
 
 Carr v. Inclehart, 3 Ohio St. 
 
 457 22 
 
 Chamberlin v. P. & H. R. R. 
 
 Co., 15 Ohio St. 225 12, 14 
 
 Chapman v. Mad River, etc., 
 
 By. Co., 6 Ohio St. 119 36 
 
 Page. 
 Cin. Gas Co. v. Avondale, 43 
 
 Ohio St. 257 149 
 
 City of Ohio v. Cleveland & T. 
 
 R. R. Co., 6 Ohio St. 489.... 20 
 Citizen's Savings Bank v. 
 
 Blakesley, 42 Ohio St. 
 
 645 259 
 
 Clarke v. Thomas, 34 Ohio St. 
 
 46 24, 305 
 
 Coal Co. V. Wigton, 19 Ohio St. 
 
 560 297 
 
 Coe V. Columbus, etc., R. R. Co., 
 
 10 Ohio St. 372 36,41 
 
 V. Knox Co. Bank, 10 Ohio, 
 
 413 43 
 
 V. Peacock, 14 Ohio St. 
 
 187 4-t 
 
 Conn. M. L. Ins. Co. v. Pyle, 44 
 
 Ohio St. 19 186 
 
 Coopers V. Wolf, 15 Ohio St. 
 
 523 44 
 
 Company v. Gano, 13 Ohio, 269. 31G 
 Cow Run Tank Co. v. Lehmer, 
 
 41 Ohio St. 384 302 
 
 Crawford v. C. H. & D. R. R. 
 
 Co., 26 Ohio Sf. 580 81 
 
 Davis V. Stewart, 25 Ohio St. 
 
 643 22 
 
 Dayton, etc., Turnpike C6. v. 
 
 Coy, 13 Oliio St. 84 10 
 
 Dearborn v. N, W. Sav. Bank, 
 
 42 Ohio St. 617 2, 267 
 
 Easter J). Little Miami R. R. Co., 
 
 14 Ohio St. 48. 61 
 
 Ehrnian v. U. C. Life Ins. Co., 
 
 35 Ohio St. 324 172 
 
 Elder V. R. R. Co., 1 Circuit 
 
 Rep. 256 31 
 
 Ewing V. Tolerh) S. B. & Trust 
 
 Co., 43 Ohio St. 31 259 
 
 Falketibach v. Pat'enson, Re- 
 ceiver, 43 OhioSt. .359 17£ 
 
 FanninL' v. Hibernia Inp. Co , 
 
 37 Ohio Si. ,339 13, l^'i 
 
 Farmer's Ins. Co. v. LaRue, 22 
 
 Ohio St. 630 'i 
 
 (xi) 
 
Xll 
 
 TABLE OF OHIO CASES CITED IN NOTES. 
 
 First Nat. Bank v. W. U. Tel. 
 
 Co., 30 Ohio St. 555 120 
 
 Forest City U. L. & B. Asari. v. 
 
 Gallagher, 25 0. S. 208 285 
 
 Frank v. Ingalls, Receiver, 41 
 
 Ohio St. 660 81 
 
 Franklin Bank v. Com. Bank, 
 
 36 Ohio St. 350 20 
 
 Freon v. Carriaire Co., 42 Ohio 
 
 St. 30 20 
 
 Gaine-s v. U. T. & Ins. Co., 28 
 
 OhioSt. 418 289 
 
 Gill V. A. & G. W. R. R. Co., 27 
 
 Ohio St. 240..... 60 
 
 Good V. Buckeye Iris. Co., 43 
 
 OhioSt. 394 201 
 
 Goodin V. Canal Co., 18 Ohio St. 
 
 169 17 
 
 V. Evans, 18 Ohio St. 150.. 5 
 
 Hagerman v. Building Assn., 25 
 
 OhioSt. 186 285 
 
 Haldeman v. R. R. Co., 2 Handy, 
 
 101 20 
 
 Hardman v. R. R. Co. (Ham. 
 
 Co. Com. Pleas), 15 W. L. 
 
 B. 164 24 
 
 Hatry v.F. & Y. R. R. Co., 1 
 
 Circuit Rep. 426 101 
 
 Hawkins v. Furnace Co., 40 
 
 OhioSt. 507 23 
 
 Haxtou V. P. C. & St. L. R. R. 
 
 Co., 26 Ohio St. 214 62 
 
 Henry v. Vermillion, etc., R. R. 
 
 Co., 17 Ohio, 187 12 
 
 Hughes V. Cin., etc., R. R. Co., 
 
 39 Ohio St. 461 31 
 
 Ins. Co. V. Applegate, 7 Ohio 
 
 St. 292 187 
 
 V. Curtis, 35 Ohio St. 343.. 174 
 
 V. Horner, 17 Ohio 407 13 
 
 V. Jones, 35 Ohio St. 351... 174 
 
 V. Kelly, 24 Ohio St. 345... 202 
 
 V. McMillan, 24 Ohio St. 
 
 67 179 
 
 V. Pyers, 36 Ohio St. 544... 304 
 
 V. Pyle, 44 Ohio St. 19 186 
 
 V. Smith, 15 W. L. B. 
 
 225 186 
 
 V. Vorhis, 1 Circuit Rpp. 
 
 316 201 
 
 V. Wells, 42 Ohio St. 519... 201 
 
 Jacobsoni). Adams Express Co., 
 
 1 Circuit Rep. 381 289 
 
 Jewett V. Valley R. R. Co., 34 
 
 OhioSt. 601 14 
 
 Johnson v. Otterbein Univ., 41 
 
 OhioSt. 527 234 
 
 Kearney v. Buttles, 1 Ohio St. 
 
 362 17 
 
 Kerwhacker v. C. C. & C. R. R. 
 
 Co., 3 Ohio St. 172.. 59 
 
 Larwell v. Savings Society, 40 
 
 OhioSt, 274 21 
 
 Lawler v. Burt, 7 Ohio St. 340... 17 
 
 V. Walker, 18 Ohio, 151 17 
 
 Lewis V. Bank of Ky., 12 Ohio, 
 
 132 , 26 
 
 Lucas V. B. & S. Assn., 22 Ohio 
 
 St. 339 7, 285 
 
 Martin v- Bank, 13 Ohio, 250 314 
 
 Mason v. Alexander, 15 W. L. 
 
 B. 385 24 
 
 Matthews v. State, 25 Ohio St. 
 
 536 319, 320 
 
 McHenry v. R. R. Co., 13 W. L. 
 
 B. 36 23 
 
 Meara v. Receivers, 20 Ohio St. 
 
 137 100 
 
 Medill V. Collier, 16 Ohio St. 
 
 599 17 
 
 Miami Ex. Co. v. Gano, 13 Ohio, 
 
 269 316 
 
 Miami Coal Co. v. Wigton, 19 
 
 OhioSt. 560 297 
 
 Milford, etc.. Turnpike Co. ». 
 
 Brush, 10 Ohio, 111 13 
 
 Muskingum Infirmary v. Toledo, 
 
 15 Ohio St. 409 304 
 
 Muskingum Turnpike Co. v. 
 
 Ward, 13 Ohio, 120 13, 14 
 
 Nat. Bank of New London v. L. 
 
 S. & M. S. Ry. Co., 21 Ohio 
 
 St. 221 20 
 
 Nat. Mut. Aid Assn. v. Gonser, 
 
 43 Ohio St. 1 189 
 
 Navigation Co. e. Eagle, 29 
 
 OhioSt. 238 13 
 
 Newburgh Petroleum Co. v. 
 
 Weare, 27 Ohio St. 343.... 26 
 Noble ». Calleuder, 20 Ohio St. 
 
 199 12 
 
 Norton v. Norton , 48 Ohio St. 509. 21 
 Ohio V. Franklin Bank, 10 Ohio, 
 
 91 19 
 
 Owen V. Purdy, 12 Ohio St. 73.. 5 
 Penna. Co. v. Wentz, 37 Ohio 
 
 St. 333 58 
 
 Penna. & Ohio Canal Co. v. 
 
 Commissioners, 27 Ohio St. 
 
 14 2 
 
TABLE OP OHIO CASES CITED IN NOTES. 
 
 Xlll 
 
 Page. 
 Petroleum Co. v. Weare, 27 
 
 Ohio St. 343 26 
 
 Piatt u. Penna. Co., 43 Ohio St 
 
 228. 35 
 
 Potter V. Bunnell, 20 Ohio St. 
 
 150 38 
 
 Powell V. P. C. & St. L. R. R. 
 
 Co., 25 Ohio St. 70 81 
 
 Powell Tool Co. fc. McDonald, 
 
 law. L. B. 64 17 
 
 Raccoon River "Nav. Co. v. 
 
 Eagle, 29 Ohio St. 238 13 
 
 R. R. Co. V. Bailey, 11 Ohio St. 
 
 333 60 
 
 V. Bank, 1 Circuit Rep. 1 99. 20 
 
 — - V. Bartram, 11 Ohio St. 
 
 '457 80 
 
 V. Broadway, etc., St. Ry. 
 
 Co., 36 Ohio St. 239 .".. 113 
 
 V. Brown, 26 Ohio St. 223 . 84 
 
 V. Carthage, 36 Ohio St. 
 
 631 ;..■ .37 
 
 V. Celley, Admr., 1 Circuit 
 
 Rep. 267 68 
 
 V. Cin. S. & C. R. R. Co., 
 
 .30 Ohio St. 604 67 
 
 V. Cobb, 35 Ohio St. 94 37 
 
 •». Cole, 29 Ohio St. 126 6, 81 
 
 V. Cook, 37 Ohio St. 265.. 81, 82 
 
 V. Corry, 28 Ohio St. 208... 26 
 
 V. Daniels, 16 Ohio St. 390. 34 
 
 K. Dunn, 19 Ohio St. 162... 68 
 
 V. Levi T. Elliott, 4 Ohio 
 
 St. 474 59 
 
 V. Wm, Elliott, 10 Ohio St. 
 
 .57. 13 
 
 V. Fink, 41 Ohio St. 321.. . 20 
 
 V. Franz, 43 Ohio St. 623... 39 
 
 V. Furnace Co., 29 Ohio St. 
 
 208. ..1 80 
 
 V. Hall, 26 Ohio St. 310 14 
 
 V. Heiskell, 38 Ohio St. 
 
 666 62 
 
 V. Jewett, 37 Ohio St. 649. 
 
 85, 87, 304, 305 
 V. King, 17 Ohio St. 534.... 20 
 
 V. Lawrence, 13 Ohio St. 
 
 66 59 
 
 w. Leech, Admr., 41 Ohio 
 
 St. 388 :... 79 
 
 «. McConnell, 26 Ohio St. 
 
 67 61 
 
 V. McElroy, 35 Ohio St. 
 
 147 62 
 
 V. Manson, 30 Ohio St. 451. 68 
 
 _ Page. 
 
 R. R. Co. V. Maurer, 21 Ohio St. 
 
 421 ,38 
 
 i). Methven. 21 OhioSt.586. 61 
 
 V. Moore, 33 Ohio St. 384. 
 
 81,82 
 
 V. Mowatt, 35 Ohio St, 284. 37 
 
 V. Naylor, 2 Ohio St. 236... 34 
 
 V. Ralstoi], 41 Ohio St. 573. 32 
 
 u. Rose, 24 Ohio St. 219.... 36 
 
 V. Sharpe, 38 Ohi,, St. 150. 62 
 
 V. SrHpheiison, 24 Ohio St. 
 
 48 61 
 
 V. Shires, 18 Ohio St. 255.. 68 
 
 V. A. Smith, 15 Ohio St. 
 
 328 12, 14 
 
 V. R. Smith, 22 Ohio St. 
 
 227 60 
 
 V. W.- Smith, 38 Ohio St. 
 
 410 62 
 
 V. Smith, 26 Ohio St. 124... 61 
 
 V. Stout, 26 Ohio iSf. 241. .12, 85 
 
 V. Schruyhart, 10 Ohio St. 
 
 116 62 
 
 V. Slusser, 19 Ohio St. 157. 68 
 
 V. Sehulfz, 43 Ohio St. 270. 62 
 
 V. Snyder, 18 Ohio St. 399. 68 
 
 V. Van Dorn, 1 Circuit 
 
 Rep. 292 39 
 
 V. Watterson, 4 Ohio St. 
 
 424 61 
 
 V. Wiseman, 1 Circuit Rep. 
 
 246 /68 
 
 Receivers of Bank v. Renick, 15 
 
 Ohio, 322 7 
 
 Renick v. Bank of West Union, 
 
 13 Ohio, 298 316 
 
 Rice V. Col., etc., R. R. Co., 32 
 
 Ohio St. 380 13 
 
 Roberts v. Bastim, 19 Ohio St. 
 
 78 Ill 
 
 Schofield V. R.' R. Co., 43 Ohio 
 
 St. 571 82 
 
 Second Nat. Bk. Cincinnati v. 
 
 Hall, 35 Ohio St. 166 10 
 
 Seibf I u. Building Assn., 43 Ohio 
 
 St. 371 287 
 
 Seymour v. R. R. Co., 15 W. L. 
 
 B. 103 : 62 
 
 Shelby v. Hoffman, 7 Ohio St. 
 
 451 26 
 
 Shelton V. L. S. & M. S. R. R. 
 
 Co., 29 Ohio St. 214 81 
 
 Shields v. State, 26 Ohio St. 86. 84 
 Sims V. Street Ry. Co., 37 Ohio 
 
 St. 556 18, 111 
 
XIV 
 
 TABLE OF OHIO CASES CITED IN NOTES. 
 
 Pago. 
 Simpson v. Building Assn., 35 
 
 Ohio St. 258 286 
 
 Smith V. P. Ft. W. & C. R. E. 
 
 Co., 23 Ohio St. 10 80, 82 
 
 V. Sewing Machine Co., 26 
 
 OhiffSt.562 26 
 
 V. State, 22 Ohio St. 539.... 319 
 
 Society Perun v. City of Cleve- 
 land, 43 Ohio St. 481 10, 307 
 
 Spinning v. Building Assn., 26 
 
 Ohio St. 483 1 
 
 State u. Bonnell, 35 Ohio St. 10. 16 
 V. Building Assn., 35 Ohio 
 
 St. 258 286 
 
 V. Bryce, 1 Ohio (pt. 2), 82. 11 
 
 V. Cin. Central R. R. Co., 
 
 31 Ohio St. 157 .^ 37 
 
 V. Columbus Gas'Co., 34 
 
 Ohio St. 572 149 
 
 V. Posdick, 1 Circuit Rep. 
 
 265................... 15 
 
 V. Holloway, 1 Circuit Rep. 
 
 265 - 15 
 
 V. Ironton Gas Co., 37 Ohio 
 
 St. 45 149 
 
 V. Lee, 21 Ohio St. 662 7 
 
 — '— V. McDaniel, 22 Ohio St. 
 
 304 19, 91 
 
 V. Merchant, 37 Ohio St. 
 
 251 15, 16 
 
 V. Mitchell, 31 Ohio St. 607. 2 
 
 1). Monitor Fire Assn., 42 
 
 Ohio St. 555 218 
 
 V. Moore, Supt., 38 Ohio 
 
 St. 7 189, 193 
 
 - — V. , 42 Ohio St. 103 208 
 
 V. Mutual Relief Assn., 29 
 
 Ohio St. 399 188 
 
 V. People's Mut. Ben. Assn., 
 
 42 Ohio St. 579 189, 191, 307 
 
 V. Pioneer Li«e Stock Co., 
 
 38 Ohio St. 347 378 
 
 V. R. R. Co., 27 Ohio St. 
 
 157 35 
 
 V. , 36 Ohio St. 434.... 38 
 
 V. Standard Life Assn., 38 
 
 Ohio St. 281 189 
 
 V. Sherman, 22 0. S. 411... 22 
 
 V. Telephone Co., 36 Ohio 
 
 St. 296 118 
 
 V. Vanderbilt, 37 Ohio St. 
 
 590 85, 86 
 
 V. Washington. Library Co., 
 
 • 11 Ohio, 96.. 6 
 
 Page. 
 Stetson V. Bank of New Or- 
 leans, 2 Ohio St. 167 316 
 
 V. , 12 Ohio St. 577 316 
 
 Stiles V. Wiedner, .35 Ohio St. 
 
 555 101 
 
 Straus V. Eagle Ins. Co., 5 Ohio 
 
 St. 59 25 
 
 Street Ey. Co. v. Street Ry. Co., 
 
 36 Ohio St. 239 113 
 
 Taylor v. Miami Exp. Co., 5 
 
 Ohio, 162 17 
 
 V. , 6 Ohio, 177 19 
 
 Telegraph Co. v. Griswold, 37 
 
 Ohio St. 301 118 
 
 V. Mayer, 28 Ohio St. 522.. 26 
 
 Toledo Bank v. Bond, 1 Ohio 
 
 St. 622 10 
 
 Trott V. Sarchett, 10 Ohio St. 
 
 241 12 
 
 Trustees v. Zanesville Canal & 
 
 Mfg. Co., 9 Ohio, 203 307 
 
 Turnpike Co. v. Brush, 10 Ohio 
 
 111 13 
 
 K. Coy, 13 Ohio St. 84 10 
 
 V. Ward, 13 Ohio, 120 13, 14 
 
 Umstead v. Buskirk, 17 Ohio St. 
 
 113 22 
 
 Voorhees v. Receivers, 19 Ohio, 
 
 463 13 
 
 Wallace v. Townsend, 43 Ohio 
 
 St. 537 31 
 
 Walsh V. Barton, 24 Ohio St. 28. 
 
 37,44 
 Warner v. B. & 0. R. R. Co., 31 
 
 Ohio St. 265 63 
 
 V. Callender, 20 Ohio St. 
 
 190 7,12, 13 
 
 Webb V. Moler, 8 Ohio, 548 10 
 
 Weeden v. Lake Erie, etc., R. 
 
 R. Co., 14 Ohio, 564 10 
 
 Williams v. Welton, 28 Ohio St. 
 
 451 305 
 
 Wiswell V. Cong. Church, 14 
 
 Ohio St. 31 16 
 
 Worthington v. Sebastian, 25 
 
 Ohio St. 10 3 
 
 Wright V. McCormack, 17 Ohio 
 
 St. 86 22 
 
 W. U. Tel. Co. V. Griswold. 37 
 
 Ohio St. 301.; 118 
 
 V. Mayer, 28 Ohio St. 
 
 522 26 
 
 Zanesville «.' Gas Co., 1 Circuit 
 
 Rep. 123 5 
 
OHIO CORPORATIONS. 
 
 PEOVISIONS OF CONSTITUTIOISr OF 1802. 
 
 The only provision in the Constitution of 1802 relating to cor- 
 porations is the following : 
 
 Art. VIII, Sec. 27. Incorporation of literary societies. That 
 every association of persons, when regularly formed, within this 
 state, and having given themselves a name, may, on application 
 to the legislature, be entitled to receive letters of incorporation, 
 to enable tbera to hold estates, real and personal, for the support 
 of their schools, academies, colleges, universities, and for other 
 purposes. [Bill of Eights.] 
 
 PEOVISIOJIS OF CONSTITUTION OF 1851. 
 
 Art. VIII, Sec. 4. Credit of state — The state shall not become 
 joint owner or stockholder. The credit of the state shall not, in any 
 manner, ba given or loaned to, or in aid of, any individual associa- 
 tion or corporation whatever; nor shall the state ever hereafter 
 become a joint owner, or stockholder, in any company or associa- 
 tion in this state, or elsewhere, formed for any purpose whatever. 
 
 Sec. 5. No assumption of debts by state. The state shall never 
 assume the debts of any county, city, town, or township, or of any 
 corporation whatever, unless such debt shall have been created to 
 repel invasion, suppress insurrection, or defend the state in war. 
 
 Sec. 6. Counties not authorized to become stockholders, etc. The 
 general assembly shall never authorize any county, citj', town, 
 or township, by vote of its citizens, or otherwise, to become a 
 stockholder in any joint stock company, corporation, or associa- 
 tion whatever; or to raise money for, or loan its credit to, or in 
 aid of, any such company, corporation, or association. 
 
 Art. XIII, Sec. 1. Corporate powers. The general assembly 
 shall pass no special act conferring corporate powers. 
 
 Art XIII, sec. 1. Legislature can not confer corporate powers by special 
 
 (1) 
 
2 ' , OHIO CORPORATIONS. 
 
 Sec. 2. Corporations, how formed. Corporations may be formed 
 under general laws, but all such laws may, from time to time, be 
 altered or repealed. 
 
 Sec. 3. Dues, how secured. Dues from corporations shall be 
 secured, by such individual liability of the stockholders, and 
 other means, as may be prescribed by law ; but, in all cases, each 
 stockholder shall be liable, over and above the stock by him or 
 her owned, and any amount unpaid thereon, to a further sum, at 
 least equal in amount to such stock. 
 
 Sec 4. Property subject to taxation. The property of corpora- 
 tions, now existing or hereafter created, shall forever be subject 
 to taxation, the same as the property of individuals. 
 
 Sec 5. Eight of way. No right of way (1) shall be appro- 
 priated to the use of any corporation (2) until full compensation 
 (3) therefor be first made in money, or first secured by a deposit 
 of money, (4) to the owner, irrespective of any benefit (5) from 
 any improvement proposed by such corporation ; which com- 
 pensation shall be ascertained by a jury of twelve men, in a 
 court of record, (6) as shall be prescribed by law. 
 
 Sec 7. Associations with hanking powers. No act of the gen- 
 eral assembly, authorizing associations with banking powers, 
 shall take effect until it shall be submitted to the people, at the 
 general election next succeeding the passage thereof, and be ap- 
 proved by a majority of all the electors voting at such election 
 
 STATUTOET PEOVISIONS. 
 
 ANNUAL REPORTS OE CERTAIN CORPORATIONS. 
 
 Sec 61. Time fixed for making out. All county, township, 
 city, and village ofiicers, all oflScers and boards of ofiicers of all 
 state institutions and buildings, all officers connected with the 
 public works of the state, and all corporations (except such as by 
 their charters are required to make their reports at some other 
 specified time) which are now required, or may hereafter be re- 
 act; constitutionality of an act is determined by its operation, not by its 
 form. State v. Mitchell, 31 Ohio St. 607. 
 
 But it may grant permission to surrender corporate powers. Penn. & 
 Ohio Canal Co. v. Commissioners, 27 Ohio St. 14. 
 
 §7. "Associations with banking powers" refers only to banks of issue. 
 Dearborn v. Northwestern Savings Bank, 42 Ohio St. 617. 
 
RETURN OF CORPORATIONS FOR TAXATION. 3 
 
 quired by law to make annual reports for any purpose to any 
 state oflScer or officers, shall make out the same on or before the 
 fifth day of November of each year, and forthwith transtnit 
 them to the proper officer or officers; and for the purpose of 
 making out all such reports as come within the provisions of this 
 section,.the year shall begin on the first day of November of 
 each year, and end on the last day of October of each succeed- 
 ing j-ear; but this section shall not apply to the state commis- 
 sioner of common schools, or to other school officers, and the 
 annual report of the commissioner of railroads and telegraphs 
 may be made out and delivered at any time before the first day 
 of January of each year. [72 v. 179, § 6 ; 74 v. 33, § 12.] 
 
 RETURN OF CORPORATIONS FOR TAXATION. 
 
 Sec. 2744. The president, secretary, and principal accounting 
 officer of every canal or slackwater navigation company, turn- 
 pike companj', plank-road company, bridge company, insurance 
 company, telegraph company, or other joint-stock company, ex- 
 cept banking or other corporations whose taxation is specifically 
 provided for, for whatever purpose they may have been created, 
 whether incorporated by any law of this state or not, shall list 
 for taxation, verified by the oath of the person so listing, all the 
 personal property, which shall be held to include all such real 
 estate as is necessary to the daily operations of the company, 
 moneys, and credits of such company or corporation within the 
 state, at the actual value in money, in manner following: In 
 all cases return shall be made to the several auditors of the re- 
 spective counties where such property may be situated, together 
 with a statement of the amount of said property which is situated 
 in each township, village, city, or ward therein. The value of 
 all movable property shall be added to the stationary and fixed 
 property and real estate, and apportioned to such wards, cities, 
 villages or townships, pro rata, in proportion to the value of the 
 real estate and fixed property in said ward, city, village or town- 
 
 § 2744. Listing by insurance company. Farmers' Insurance Co. v. La 
 Rue, 22 Ohio St. 630; Worthington v. Sebastian, 25 Ohio St. 10. 
 
 An owner, residing in Ohio, of stock in foreign corporation, is rfequired 
 to list the same for taxation, although the capital is taxed in the foreign 
 state. Bradley v. Bauder, 36 Ohio St. 28. 
 
4 OHIO CORPORATIONS. 
 
 ship, and all property so listed shall be subject to and pay the 
 same taxes as other property listed in such ward, city, village or 
 township. It shall be the duty of the accountirg officer aforesaid 
 to make return to the auditor of state during the month of iMay 
 of each year of the aggregate amount of all property by him re- 
 turned to the several auditors of the respective counties in which 
 the same may be located. It shall be the duty of the auditor of 
 each count}^, on or before the first Monday of May, annually, to 
 furnish the aforesaid president, secretary, principal accounting 
 officer or agent, the necessary blanks for the purpose of making 
 aforesaid returns ; but no neglect or failure on the part of the 
 county auditor to furnish such blanks shall excuse any such 
 president, secretary, principal accountant, or agent from making 
 the returns within the time specified herein. If the county 
 auditor to whom the returns arc made is of the opinion that 
 false or incorrect valuations have been made, or that the property 
 of the corporation or association has not been listed at its full 
 value, or that it has not been listed in the location where it prop- 
 erly belongs, or in cases where no return has been made to the 
 county auditor, be is hereby required to proceed to have the 
 same valued and assessed: provided, that nothing in this section 
 shall be so construed as to tax any stock or interest in any joint 
 stock company held by the state. [73 v. 1B9, § 16.] 
 
 CREATION OF CORPORATIONS AND GENERAL PROVISIONS. 
 Section Section 
 
 3232. By what laws corporations shall certified, and filed with the 
 
 be governed. secretary of state. 
 
 3233. What corporations may accept 3239. Corporation thereby created 
 
 the provisions of this title. and its general powers. 
 
 3234. Corporations taking action un- 3240. First election of trustees of cor- 
 
 der this title elect to be gov- porations. 
 
 erned thereby. 3241. How person may become mem- 
 
 3235. Forwhat purposes corporations ber of a coporatiou not for 
 
 may be formed. profit. 
 
 3236. Articles of incorporation to be 3242. Corporators of corporation for 
 
 executed. profit lo open books of sub, 
 
 3237. What articles must set forth in seription lo stock. 
 
 certain case. 3243. When subscriptions to stock 
 
 3238. Articles must be acknowledged, are payable. 
 
CREATION OF CORPORATIONS. 
 
 Section 
 
 3244. Notice of an election for di- 
 
 rectors. 
 
 3245. Conduct of such election. 
 
 3246. Annual and other elections for 
 
 trustees snd directors. 
 
 3247. Oath and duties of trustees and 
 
 directors. 
 
 3248. Powers of boards of trustees 
 
 and directors. 
 
 3249. Corporations may adopt regu- 
 
 lations. 
 
 3250. Trustees or directors may adopt 
 
 by-laws. 
 
 3251. How regulations may be 
 
 adopted. 
 
 3252. What may be provided for by 
 
 regulations. 
 
 3253. How payment of stock sub- 
 
 scriptions enforced. 
 
 3254. Stockholders entitled to certifi- 
 
 cates of stock. 
 
 3255. Paid up stock is personal 
 
 property. 
 
 3256. May borrow money on bond 
 
 and mortgage. 
 
 3257. May stipulate that its obliga- 
 
 Section 
 
 tions may be converted into 
 stock. 
 
 3258. Stockholdersliablein an amount 
 
 equal to their stocks. 
 
 3259. The term "stockholders" de- 
 
 fined. 
 
 3260. How such liability enforced. 
 
 3261. Trustees are personally liable 
 
 for all debts by them con- 
 tracted. 
 
 3262. Corporation for profit may in- 
 
 crease its capital stock. 
 
 3263. May increase stock by preferred 
 
 stock. 
 
 3264. May reduce its capital stock. 
 
 3265. Change of bonds authorized. 
 
 3266. Corporate property to be em- 
 
 ployed only for the objects 
 of the corporation. 
 
 3267. How number of directors in- 
 
 creased. 
 
 3268. Annual statement of condition 
 
 of corporation tobe furnished 
 stockholders. 
 
 3269. When provisions of this chap- 
 
 ter do not apply. 
 
 Sec. 3232. By what laws governed. Corporations created be- 
 fore the adoption of the present constitution, and which have 
 not, by election or some other act, come to be governed by laws 
 since passed, shall be governed and controlled by the laws then 
 
 5 3232. Where charter provided manner in which it should be accepted, 
 that mode should be followed. Owen v. Purdy, 12 Ohio St. 73. But where 
 the corporation has exercised the powers, or enjoyed the privileges secured 
 by the amendment, as against the claims of third persona, it is estopped, 
 lb.; Goodin v. Evans, 18 Ohio St. 150. But a non-assenting stockholder may 
 deny that he assented, and invoke the aid of the state in a quo warranto, or 
 the power of a court in an action in his own name. Owen v. Purdy, supra, 
 ami 18 Ohio St. 262. 
 
 Whrre a corporation, incorporated before adoption of constitution of 1851, 
 claims to be exempt from legislative control, this fact can never be presumed, 
 but must appear affirmatively by terms of the charter. Zanesville v. Zanes- 
 ville Gas Light Co., 1 Circuit Eep. 123. 
 
6 OHIO COEPORATIONS. 
 
 in force, and the valid modifications thereof since or herein 
 enacted; and other corporations, now existing or hereafter created, 
 shall be governed and controlled by the provisions of this title. 
 
 Sec. 3233. What corporations may accept the provisions of this 
 title. A corporation created before the adoption of the present 
 constitution, and now actually doing business, may accept any 
 of the provisions of this title, and when a cerl.ified copy of such 
 acceptance is filed with the secretary of state, so much of its 
 charter as is inconsistent with the provisions of this title is hereby 
 repealed. [50 v. 27-i, § 71.] S. & C. 309. 
 
 Seo. 3234. Application of existing laws to corporations created 
 prior to 1851. Corporations created before the adoption of the 
 present constitution, which take any action under or in pur- 
 suance of this title, shall thereby and thereafter be deemed to 
 have consented, and shall be held to be a corporation, and to 
 have and exercise all and singular its franchises under the pres- 
 ent constitution and the laws passed in pursuance thereof, and 
 not otherwise ; provided, that any fire insurance company so 
 created, complying with the requirements of section 3655, shall 
 not be deemed to have consented, and shall not be affected by 
 the provisions of this section by reason of such compliance. 
 [83 Ohio L. 201.J 
 
 Sec. 3235. For what purposes formed. Corporations may be 
 formed in the manner provided in this chapter for any purpose 
 for which individuals may lawfully associate themselves, except 
 
 § ,3233. It is not necessary that a certificate of the company's acceptance 
 be filed with the secretary of state ; it is the fact of acceptance which binds 
 the company and works the amendment. Railroad Co. v. Cole, 29 Ohio 
 St. 126. 
 
 i 32.35. A corporation is an artificial being, which exists only in legal 
 contemplation, and, being a mere creature of the law, possesses only those 
 attributes which the law confers, or such as may be implied as necessary to 
 its existence, and it can exercise no powers but such as are given to it by its 
 charier, or such as are necessary to carry into effect the powers expressly 
 conferred. Bonham v. Taylor, 10 Ohio, 108. And corporations are strictly 
 limited to the exercise of such powers, and in such manner and by such 
 agents, as are provided in their charters. Bartholomew v. Bentley, 1 Ohio 
 St. 37; State v. Wash. Library Co., 11 Ohio, 96. 
 
 Insurance companies can not be incorporated under this section. 38 Ohio 
 St. 347. 
 
CREATION OF CORPORATIONS. 7 
 
 for dealing in real estate, or carrying on professional business ; 
 and if the organization is for profit, it must have a capital stock. 
 Sec. 3236. Articles of incorporation; what to contain. Any 
 number of persons, not less than five, a majority of whom are 
 citizens of this state, desiring to become incorporated, shall sub- 
 scribe and acknowledge, before an ofiicer authorized to take 
 acknowledgments of deeds, articles of incorporation, which must 
 contain : 
 
 1. The name of the corporation, which shall begin with the 
 word " The," and end with the word " Company," unless the or- 
 ganization is not for profit. 
 
 2. The place where it is to bo located, or where its principal 
 business is to be transacted. 
 
 3. The purpose for which it is formed. 
 
 4. The amount of its capital stock, if it is to have capital 
 stock, and the number of shares into which the stock is divided. 
 
 5. Provided, any association of five or more persons, who are 
 residents of the state of Ohio, and who are associated, not for 
 profit, and as the principal or ruling organization over subordi- 
 nate organizations, associated, not for profit, and having a defi- 
 nite location, or place of business, in the state of Ohio, may be 
 incorporated, having its location or principal place of business 
 in the state of Ohio ; and without naming, in its articles of in- 
 
 § 3236. The want of a seal to such instrument is such a defect as may be 
 supplied by the court in proceedings under sections SHGT to 5872, inclusive. 
 Warner v. Callender, 20 Ohio St. 190. All private seals are now abolished. 81 
 Ohio L. 189. And an acknowledgement of such certificate before a notary^ 
 when the law required it to be taken before a justice of the peace, may also 
 be corrected. States. Lee, 21 Ohio St. 662. And the effect of the correction 
 makes the corporation such de jure from its organization against persons 
 dealing directly with it. Spinning v. Home B. & S. Ass'n, 26 Ohio St. 483. 
 And in an action by a building and saving association to recover money which 
 a member had as a loan from it, the member is estopped from setting up the 
 defense of no corporation because the certificate of incorporation was ac- 
 knowledged before the clerk of the court, and not before a justice of the 
 peace, as the statute required. Lucas v. B. & S. Association, 22 Ohio St. 339. 
 And having organized and acted as a corporation, and entered into the con- 
 tract on which it was sued as such corporation, the corporation, and members 
 thereof, were estopped to deny their corporate existence. Callender u. Rail- 
 road Co., 11 Ohio St. 516; Receivers of Bank v. Renick, 15 Ohio, 322. 
 
o OHIO CORPORATIONS. 
 
 corporation, a permanent place where it is to be located, or where 
 its principal business is to be transacted. But such association 
 must name, in its articles of incorporation, the place where it is 
 to be located, or where its principal business is to be transacted, 
 at the time of its incorporation, with the name and place of resi- 
 dence of its then principal officers. And when such association 
 changes its place where located, or the place where its principal 
 business is transacted, it shall be the duty of its principal officer, 
 under its seal, if it has one, countersigned by the officer acting 
 as secretary of such association, to certify to the secretary of 
 state of Ohio, the place then selected by such association, as its 
 location, or where its principal business is to be transacted, with 
 the names of its principal officers, and their places of residence, 
 which certificate the secretary of state shall record, for public 
 use in the records of his office. [82 Ohio L. 134.] 
 
 Sec. 3237. What articles must set forth in certain case. When 
 the organization is for a purpose which includes the construction 
 of an improvement which is not to be located at a single place, 
 the articles of incorporation must also set forth — 
 
 1. The kind of improvement intended to be constructed. 
 
 2. The termini of the improvement, and the counties in or 
 through whieh it or its branches shall pass. 
 
 Sec. 3238. Articles must be acknowledged, etc. The official char- 
 acter of the officer before whom the acknowledgment of articles 
 of incorporation is made shall be certified by the clerk of the 
 court of common pleas of the county in which the acknowledg- 
 ment is taken, and the articles shall be filed in the office of the 
 secretary of state, who shall record the same, and a copy duly 
 certified by him shall be prima facie evidence of the existence of 
 such corporation ; and all certificates thereafter filed in the office 
 of the secretary of state relating to the corporation shall be re- 
 corded. 
 
 Sec. 3238a. Authorized amendments — Proviso — Record — Notice 
 Waiver — Fee. Any corporation incorporated under the general 
 corporation laws of the state, may, at any meeting of its mem- 
 bers or stockholders, of which, and of the business to come be- 
 fore said meeting thirty days' notice lias been given by a majority 
 of the directors or trustees of said corporation in a newspaper 
 published and of general circulation in the countj- where the 
 
CREATION OB' CORPORATIONS. V 
 
 principal place of business of said corporation is located, by a 
 vote of the owners of at least ttiree-fifths of its capital stock 
 then subscribed, in the case of corporations liaving a capital 
 stock, or by a vote of at least three fifths of its members of cor- 
 porations having no capital stock, amend its articles of incor- 
 poration so as to change its corporate name ; or the place where 
 it is to be located, or where its principal business is to be trans- 
 acted ; or so as to modify, enlarge or diminish the objects or 
 purposes for which it is formed; or so as to add thereto any 
 thing omitted from, or which might lawfully have been provided 
 for in such articles originally; provided, however, that nothing 
 in this supplementary section contained shall authorize a cor- 
 poration, by amendment, to increase or diminish the amount of 
 its capital stock ; nor shall any corporation, by amendment, 
 change substantially the original purposes of its organization. 
 When adopted, a copy of such amendment, with a certificate 
 thereto aflSxed, signed by the president and secretary of the cor- 
 poration, and sealed with the corporate seal, if any there be, 
 stating the fact and date of the adoption of such amendnnent 
 and that such copy is a true copy of the original, shall be re- 
 corded in the office of the secretary of state, who shall note on 
 the margin of the record of the original articles of incorporation 
 of said corporation, and on the margin of the index thereto, the 
 volume and page where such amendment is recorded ; and no 
 such amendment shall take eff'ect until filed for record with the 
 secretary of state as herein provided, and until the secretary of 
 the corporation shall have given notice, for three consecutive 
 weeks, in some newspaper of general circulation in the county 
 where the principal ofiice of the corporation is situated, of such 
 amendment; provided, however, that any or all of the notices 
 required by this section may bo waived whenever the holders of 
 all of the capital stock, of a corporation having a capital stock, 
 or all the members of a corporation having no capital stock, 
 consent thereto in writing. But no corporation shall change its 
 name to one already appropriated, or to one likely to mislead the 
 public; nor shall any corporation, by amendment, provide for a 
 purpose which is unlawful. For recording such aniendments 
 and for furnishing a certified copy, the secretary of state shall 
 
10 OHIO CORPORATIONS. 
 
 receive a fee of twenty cents a hundred words, to be in no case 
 leas than five dollars. [83 Ohio L. 193.] 
 
 Sec. 3239. Corporation thereby created, and its general powers. 
 Upon such filing of the articles of incorporation, the persons who 
 subscribed the siime, their associates, successors, and assigns, by 
 the name and style provided therein, shall thereafter be deemed 
 a body corporate, with succession and power to sue and be sued, 
 contract and be contracted with, acquire and convey at pleasure 
 all such real or personal estate as may be necessary and conven- 
 ient to carry into effect the objects of the incorporation, and to 
 make and use a common seal, the same to alter at pleasure, and 
 to do all needful acts to carry into effect the objects for which it 
 was created. [50 v. 274, § 3.] S. & C. 273. 
 
 I 3239. A contract made with a company before it is incorporated is void 
 for the want of mutuality. Turnpike Co. v. Coy, 13 Ohio St. 84. 
 
 An agent of a company, for a consideration paid, made a contract in the 
 name of the company containing several stipulations, some of which he had 
 authority to make, and as to others he was without authority: Held, that 
 the company could not enforce part of the stipulations, and avoid the others 
 because of the absence of authority in its agent to make them, but that it 
 must execute the whole contract, or refund the consideration paid. Weeden 
 ■V. Railroad Co., 14 Ohio, 564. 
 
 If corporation engages in business ultra vires, only those stockholders who 
 sanction the same are liable personally. Bank ;. Hjall, 35 Ohio St. 166. 
 
 "Whether 'act of corporation is ultra vires depends on real object and the 
 effect: and Held, that corporation could pay or secure private debt of its 
 president, when the real object and effect was to pay or secure an indebted- 
 ness due him from the corporation. Merchants' Nat. Bank v. Pomeroy Flour 
 Co., 41 Ohio St. 552. 
 
 A franchise is not a subject-matter of contract or sale. Toledo Bank v. 
 Bond, 1 Ohio St. 622. 
 
 Title to property or franchise will not be forfeited by nonuser, except on 
 judicial decree. Webb v. Moler, 8 Ohio, 548. 
 
 Where attempt is made in good faith to organize private corporation by 
 colorable proceedings, approved by attorney-general and secretary of state, 
 followed by user, and acquisition and enjoyment of valuable rights, it is a 
 corporation de facto, and its corporate capacity can not be questioned in a 
 private suit to which it is a party. Society Perun v. City of Cleveland et al., 
 43 Ohio St. 481. 
 
 Judgment of ouster is not retroactive in its effect upon rights acquired and 
 liabilities incurred in course of transactions in good faith with such acting 
 corporation prior to such ouster. lb. 
 
CREATION OF CORPORATIONS. 11 
 
 Sec. 3240. First election of trustees of corporation not for •profit. 
 A majority of the subscribers of the articles of incorporation of 
 a corporation formed for a purpose other than profit, may elect 
 not less than five trustees of the corporation, who shall hold 
 their office till the next annual election, or until their successors 
 are elected and qualified, but in/ the case of institutions incor- 
 porated for the purpose of promoting education, science or art, 
 the regulations of such corporations may provide for the length 
 of time said trustees shall hold their offices, the term thereof not 
 to exceed in number of years the number of such trustees : pro- 
 vided, that lodges, societies or bodies of any secret or benevolent 
 order incorporated under the laws of this state may elect such 
 number of trustees, not less than three, as may be provided in 
 the laws or regulations governing such lodge, society or body, 
 and the election of such trustees may be held at the time speci- 
 fied in such laws or regulations. [80 Ohio L. 79.] 
 
 Sec. 3241. How person may become member of corporation not 
 for profit — Religious societies. The subscribers of such articles 
 of incorporation shall cause the same to be copied into a book, 
 which they shall provide, and which shall be the property of the, 
 corporation ; and a person having the qualifications prescribed 
 by the corporation, may become a member by subscribing his 
 name to such copy; provided, that when the incorporators of a 
 corporation, now or hereafter formed, are, or shall be members 
 of a chur'ih or religious society, and have signed or shall sign 
 articles for the purpose of enabling such church or religious so- 
 ciety to become incorporated, any person who is or shall become 
 a member of such church or religious society, in good standing, 
 shall by virtue of such membership be a member of such cor- 
 poration and entitled to vote at all meetings of such corporation, 
 for the election of officers or other purpose, any thing in the 
 preceding section to the contrary notwithstanding. [83 Ohio 
 L. 168.] 
 
 Sec. 3242. Notice of opening books for subscription — Notice waived. 
 The persons named in the articles of incorporation of a corporation 
 
 i 3241. Where th0( organic law is silent, the corporation itself possesses 
 the inherent power to ascertain and declare the forfeiture, either of franchise 
 or ofifee; but, in every case, the party to be affected should be duly sum- 
 moned. State V. Bryce, 7 Ohio (2 pt.), 82. 
 
12 OHIO CORPORATIONS. 
 
 for profit, or any flvo of them, shall order books to be opened 
 for subscription to the capital stock of the corporation at such 
 time or times :ind iit such place or places as they may deem ex- 
 
 ? 3242. Not necessarj' to make stock subscription in a book opened by 
 the company for the purpose. Railroad Co. v. Smith, 15 Ohio St. 328. The 
 omission to pay ten per cent at the time of subscription does not release sub- 
 scribers from liability to pay their subscriptions. Henry v. Railroad Co., 17 
 Ohio, 187. It ia not even necessary that the sabscripfion provide for the 
 paj'ment of that amount in hand. Chamberlain v. Railroad Co., 15 Ohio 
 St. 225. And an agreement, by which a right was attempted to be secured 
 by a stockholder to pay his stock subscription in any thinK else than money 
 will be treated as a fraud on the other stockholders, and the payment of the 
 subscription in money enforced. Henry v. Railroad Co., supra; Noble j). 
 Callender, 20 Ohio St. 199. 
 
 A subscriber may insert in his subscription any conditions preceilent he 
 may choose, and, until they are performed, his relation as stockholder does 
 not arise. Chamberlain v. Railroad Co., supra. Conditional subscriptions 
 become absolute on the performance of the conditions. Railroad Co. v. 
 Smith, 15 Ohio St. 328. And where such a subscription was delivered to the 
 company before the election of directors, and, after the election of directors, 
 the condition was performed, the subscription took effect at the time of per- 
 formance, lb. A condition that the road should 'pass through" a given 
 locality is performed by the location of the road on the route designated. 
 Railroad Co. v. Smith, supra; Railroad Co. v. Stout, 26 Ohio St. 241. A con- 
 dition in the words "provided the road is built" in a certain locality, is per- 
 formed when the road is permanently located at that place, although, from 
 failure of funds, it is never completed. Warner ti. Callender, 20 Ohio St. 190. 
 And a condition in the words "provided the road is located" on a given 
 route, " and that a freight-house or depot be built" at a point named, is per- 
 formed on the permanent location of the road in accordance with the con- 
 dition, and the provision in relation to the erection of buildings is a stipula- 
 tion merely, and not a condition precedent. Chamberlain «. Railroad Co., 
 supra. But a subscription upon the condition that the same should be ex- 
 pended upon a certain line of road to be thereafter located by the company 
 can not be enforced, unless the company shows that the road has been con- 
 structed on that line, or offers, and is ready, to expend the money according 
 to the condition. Trott v. Sarchett, 10 Ohio St. 241. And when the maker 
 of a conditional subscription pays a part of it, and for the balance gives his 
 note, and accepts from the -company a receipt stipulating that when the note 
 is paid the amount should be applied on his stock, he thereby waives the 
 conditions precedent. Chamberlain v. Railroad Co., supra. 
 
 It is no defense to an action upon a stock subscription that the defandant, 
 with others, was guilty of a violaiion of law in assuming to do business 
 under the act of incorporation under which the organization of the company 
 
CREATION OP CORPORATIONS. 13 
 
 pedient, and of tho time and place of opening which books at 
 least thirty days' notice shall be given by publication in a news- 
 paper published or getierally circulaled in the county or counties 
 where books of subscription are to be opened: provided, that 
 such notice may be waived in writing by all the incorporators, 
 and such waiver sliall be entered or copied in the records of said 
 corporation. [80 Ohio L. 42.] S. & C. 276. 
 
 Sec. 3243. When subscriptions payable. An installment of ten 
 per cent on each share of stock shall be payable at the time of 
 
 ■was effected, or i mended to be effected. Voorhees v. Receivers, 19 Ohio, 463. 
 Nor will a member of a mutual fire insurance company, when sued upon an 
 assessment on his deposit note, be permitted to set up, by way of defense, 
 that he and his associate corporators have neglected to comply with the pro- 
 visions of their charter. Insurance Co. v. Horner, 17 Ohio St. 407. But a 
 subscriber to stock may defend against au action on his stock subscription 
 by showing that there never was any such corporation. Navigation Co. v. 
 Eaale, 29 Ohio St. 238. But whether a stockholder, who for years has dealt 
 with the corporation, can, when sued for unpaid subscriptions, set up tech- 
 nical defects in the certificate of incorporation, qucBre. Warner u. Callender, 
 supra. 
 
 A note given for stock subscribed, without any intention to pay it, and 
 merely for the purpose of pretending to the public that the stock was greater 
 than it really was, or for the purpose of preventing the predominance of cer- 
 tain stockholders, is valid, and its payment will be enforced. Bates v. Lewis, 
 3 Ohio St. 459. And an assignment of stock to a fictitious person is a nullity. 
 Turnpike Co. o. Ward, 13 Ohio, 120. 
 
 An immaterial change in the route of a turnpike company does not release 
 a subscriber to the stock of the company from his obligation to pay his sub- 
 scription. Turnpike Co. u. Brush, 10 Ohio, 111. But where, after a sub- 
 scription to stock in a corporation, the powers of the corporation were ex- 
 tended, and it was authorized to engage in bus-iness not contemplated by 
 the original charter, it was held that the subscription could not be enforced. 
 Railroad Co. v. Elliot, 10 Ohio St. 57. 
 
 Where a married woman makes a subscription to the capital stock of a 
 railroad company, by which she agrees to take and pay for a certain number 
 of shares of the stock, but makes default in payment, and action is brought 
 to charge her separate property with the amount of such subscription: Held, 
 that in tho absence of any proof that either party dealt on the credit of her 
 separate property, equity will not imply or enforce a charge against the same. 
 Bice V. Railt-oad Co., 32 Ohio St. 380. 
 
 Verbal, promise to take shares is not binding, unless on principle of es- 
 toppel. Fanning v. Insurance Co., 37 Ohio St. 339. 
 
 ? 3243. Before an action can be maintained by a railroad company to re- 
 
14 OHIO CORPORATIONS. 
 
 making the subscription, and the residue thereof shall be paid 
 in such installments, and at such times and places, and to such 
 persons, as may be required by the directors of the corporation. 
 [50 V. 274, § 6.] S. & C. 296. 
 
 Sec. 3244. Notice of election of directors. As soon as ten per 
 cent of the capital stock is subscribed, the subscribers of the ar- 
 ticles of incorporation, or any five of them, shall so certify, in 
 ■writing, to the secretary of state, and thereupon shall give notice 
 to the stockholders, as provided in section three thousand two 
 hundred and forty-two, to meet at such time and place as they 
 may designate, for the purpose of choosing not less than five nor 
 more than fificcn directors, who shall continue in office until the 
 time fixed for the annual election, and until their successors are 
 chosen and qualified : provided, that in case all subscribers are 
 present in person, or by proxy, such notice may be waived in 
 
 cover unpaid subscriptions to its stock, its board of directors must have re- 
 quired the same to be paid in certain instanment<?, and at a certain time and 
 place. Railroad Co. v. Hall, 26 Ohio St. 310. And under the general cor- 
 poration act assessments on subscriptions to the capital stock of railroad 
 companies might be made and enforced, although the whole amount of such 
 stock mentioned in the certificate of incorporation may not have been sub- 
 scribed. Jewett V. Railway Co., 34 Ohio St. 601. 
 
 A notice to pay installments to the treasurer of the company implies that 
 the payment is to be made at his ofiSce, and is sufficient. Turnpike Co. «. 
 Ward, 13 Ohio, 120. And where the law required " at least sixty days' no- 
 tice," a single notice, published at least sixty days before the day of pay- 
 ment, is all that is required. lb. 
 
 ?3244. It is not necessary that this notice be given by the persons named 
 in the certificate of incorporation, and the provision in regard to notice is 
 directory merely; if, after the necessary amount of stock has been sub- 
 scribed, the stockholders meet and elect directors, the acts of the directors 
 can not be questioned collaterally, on account of irregularity in their elec- 
 "tion. Chamberlain v. Railroad Co., 15 Ohio St. 225. 
 
 This section requires only that the fact of ten per cent being subscribed 
 be certified ; but the entire section and section 3243 show that before elect- 
 ing directors ten per cent, at least, of the capital stock shall be paid. 
 
 When in a petition it is averred that directors of a railroad company had 
 been duly elected by the stockholders, in pursuance of notice, it is to be 
 presumed that the requisite amount of stock had been subscrH)ed to author- 
 ize such election, and also to authorize the location of the road, and the 
 making of assessments by the directors so elected. Railroad v. Smith, 16 
 Ohio St. 328. 
 
CREATION OF CORPORATIONS. 15 
 
 writing, and the incorporators of the company shall be liable to 
 any person affected thereby, to the amount of any deficiency in 
 the actual paj'ment of said ten per cent at the time of so certi- 
 fying. [77 Ohio L. 266] S. & C. 276. 
 
 Sec. 3245. Conduct of election. At the time and place ap- 
 pointed, directors shall be chosen, by ballot, by the stockholders 
 who attend for that ]3urpose, either in person or by lawful proxies ; 
 each share shall entitle the owner to as maiw votes as, there are 
 directors to be elected, and a j)lurality of votes shall be necessary 
 for a choice; but no person shall vote on any share on which 
 any installment is due and unpaid; and the subscribers of the 
 articles of incorporation, or such of them as may be present, 
 shall be inspectors of such election, and shall certify what per- 
 sons are elected, directors, and appoint the time and place for 
 holding their first meeting. [50 v. 274, § 9.] 
 
 Sec. 3245a. Corporations may limit votes of stockholders. A 
 corporation maj' provide in its articles of incorporation that each 
 stockholder, irrespective of the amount of stock he may own, 
 shall be entitled to one vote, and no more, at any election of di- 
 rectors or upon anj- subject submitted at a stockholders' meeting, 
 . and when such provision is made it shall be governed therebj^ 
 
 Sec. 324.56. Provisions to which subject. Every corporation 
 where articles of ineorporation contain the limitation mentioned 
 in section thirty-two hundred and forty-five (a), shall be subjected 
 to the followirig provisions : 
 
 1. No person shall hold or own stock in excess of one thou- 
 sand dollars face value. 
 
 2. The directors shall annually, within thirty days after the 
 the thirty-first day of December, make and file with the recorder 
 of the county in which the corporation is doing business, a state- 
 ment of its financial condition upon the said thirty-first day of 
 December, plainly setting forth its assets and liabilities in detail, 
 the amount of its paid up capital stock, the names of its stock- 
 holders, and the number of shares owned by each, and said state- 
 ment shall be signed and sworn to by a majority of the directors, 
 
 § 3245. Directors can not appoint inspectors. 37 Ohio St. 251. 
 
 Stockholders can not cumulate their votes in election of directors or oflS- 
 cers. State ex rel. v. Holloway, 1 Circuit Rep. 157. But see State ex rel. 
 V. Posdick, 1 Circuit Rep. 265. 
 
16 OHIO CORPORATIONS. 
 
 including the treasurer, before any officer^ authorized to admin- 
 ister oaths in this state. If the board of directors fail to make 
 the annual statements required by this section, or if they make 
 a false statement, they shall be personally liable for all claims 
 and demands against such corporation. 
 
 3. By-laws for the government of the corporation, and for the 
 distribution of its net earnings among its workmen, patrons, and 
 share-holders, not inconsistent with the constitution and laws of 
 the state, may be made by the stockholders. [81 OUio L. 54.] 
 
 Sec. 3246. Annual and other elections for trustees and directors. 
 Unless the regulations of the corporation otherwise provide, an 
 annual election for trustees or directors shall be held on the first 
 Monday in January of each year; if trustees or directors are, 
 for any cause, not elected at the annual meeting, or other meet- 
 ing called ior that purpose, they may be chosen at a members' 
 or stockholders' meeting, at which all the members or stock- 
 holders are present in person or bj'^ proxies, or at a meeting 
 called by the trustees or directors, or any two members or stock- 
 holders, notice of which h:is been given, in writing, to each 
 stockholder, or by publication in some newspaper printed in the 
 county where the corporation is situate, or has its principal of- 
 
 § 3246. Where the stockholders' meeting is stated and general, notice of 
 the time and place of holding it, or of the business to be transacted, is, in 
 the absence of provision or regulation to the contrary, in no case required. 
 State V. Bonnell, 35 Ohio St. 10. An adjourned meeting is simply a con- 
 tinuation of the regular meeting, and notice to the stockholders of the hold- 
 ing of such adjourned meeting is not necessary; and any business com- 
 menced at the regular meeting may be completed at an adjourned meeting, 
 lb.; Wiswell ii. First Cong. Church, 14 Ohio St. 31. But when the corpora- 
 tion was restrained from holding an election for directors on the day named 
 in the charter, and a small number of the stockholders met, organized, and 
 adjourned till the next day, at which time an election was held by a minor- 
 ity of the stockiiolders, without notice to others who wer3 in the vicinity for 
 the purpose of the meeting, and might have been readilj' notified: Held, 
 that such election was unfair, and muat be held to be invalid, whether the 
 restraining order did or did not bind the stockholders; and the directors 
 chosen at such adjourned meeting were ousted, and those elected at the pre- 
 ceding annual election were restored to office, to continue therein till their 
 successors were duly elected and qualified. lb. 
 
 Election may be had, though property sold by receiver. State v. Mer- 
 chant, 37 Ohio St. 251. 
 
CREATION OP CORPORATIONS, 17 
 
 fice, for ten days; and: trustees and directors shall continue in 
 oflSce until their successors are elected and qualified. 
 
 Sec. 3247. Oath and duties of trustees and directors. Each 
 trustee and director shall, before entering upon his duties, take 
 an oath faithfully to discharge the same; the trustees or direc^ 
 tors chosen at any election shall, as soon thereafter as convenient, 
 choose one of their number to be president, and, unless the regu- 
 lations otherwise provide for the election of such officei'S, shall 
 appoint a secretary and treasurer of the corporation; and a 
 majority of the trustees or directors shall form a board. " 
 
 Sec. 3248 Powers of the hoard of trustees and directors. Th© 
 corporate powers, business, and property of corporations formed 
 under this title must be exercised, conducted, and controlled by 
 the board of directors, or, where tliere is no capital stock, by the 
 
 ? 3248. Corporations are trustees for tlie individuals of which they are 
 composed, and those who act for the corporation are trustees for it, and can 
 not apply the corporate property to any other purpose than for the general 
 interests of the corporation and its creditors. Taylor v. Exporting Co., 5 
 Ohio, 162. The creditors and stockholders may pursue the property of the 
 corporation which has been fraudulently or wrongfully disposed of by the 
 directors, into the hands of all purchasers with notice, and assert their lien 
 upon it, or their claims for its value. Goodin v. Canal Co., 18 Ohio St. 169. 
 And the officers, agents, and assenting stockholders of a corporalion, who, 
 in the exercise of powers not granted to the corporation, occasinn injury to 
 others, are liable in damages therefor. Medill v. Collier, 16 Ohio St. 599; 
 Kearney v. Battles, 1 Ohio St. 362; Lawler v. "Walker, 18 Ohio, 151. See 7 
 Ohio St. 340. 
 
 Where agent of corporation makes contract for services and property for 
 use of company, which is performed by the other party, the company deriv- 
 ing the benefit, such company can not refuse to perform on ground that the 
 agent was not authorized to stipulate for payment in the mode specified in 
 contract. Powell Tool Co. v. McDonald, XIII W. L. B. & 0. L. J. 64. 
 
 Mere irregularities in organizing a corporation will not deprive the ofS 
 cers and stockholders of the protection of the charter, but such organization, 
 to protect them, must be substantially in accordance with the charter. 
 Bartholomew v. Bentley, 1 Ohio St. 37. Where the charter provided that 
 stockholders only should be elected directors, persons having no interest in 
 the stock, but fraudulently and coUusively receiving the transfer of a share 
 to qualify them, are not eligible, and the stockholders combining in such 
 fraud have no power to confei upon them authority to do corporate acts; 
 and such fraud upon the charter, and combination to defraud the public, 
 2 
 
18 OHIO CORPORATIONS. 
 
 board of trustees ; a majority of the directors must be citi- 
 zens of the state; all directors; and all executive oflfleers, must 
 be holders of stock in an amount to be fixed by the by-laws, and 
 trustees of corporations must be members thereof ; and whenever 
 the office of director or trustee becomes vacant, the board of di- 
 rectors or trusteeB may fill the same for the unexpired term by 
 appointment, unless the by-laws otherwise provide; and no per- 
 son shall be appointed or act as a receiver of any railroad or 
 .other corporation within this state unless he is a resident citizen 
 of this state. 
 
 Sec. 3249. Hegulations. Every corporation maj' adopt a code 
 of regulations for its government, not inconsistent with the con- 
 stitution and laws of the state. 
 
 Sec. 3250. Btf-laws. The trustees or directors of a corpora- 
 tion may adopt a code of by-laws for their government, not in- 
 consistent with the regulations of the corporation, or the consti- 
 tution and laws of the state, and may change the same at pleasure. 
 
 8ec. 3251. How regulations adopted. Eegulations may be 
 adopted or changed by the assent thereto, in writing, of two- 
 thirds of the stockholders, or, if there is no capital stock, of the 
 members, or by a majority of the stockholders or members, at a 
 meeting held for that purpose, notice of which has been given by 
 the acting president personally to each member or stockholder, 
 or by publication in some newspaper of general circulation in 
 the county in which the corporation is located, or in the counties 
 through which its improvement does or will pass. 
 
 Sec. 3252. What provided for by regulations. A corporation, 
 by its regulations, when no other provision is specially made in 
 this title, may provide for — 
 
 1. The time, place, and manner of calling and conducting its 
 meetings. 
 
 2. The number of stockholders or members constituting a 
 
 o 
 
 quorum. 
 
 will prevent those participating in it from claiming any protection nnder its 
 provisions, to escape private responsibility. lb. 
 
 Court will not interfere with directors acting within scope of their author- 
 ity, unless guilty of breach of trust to injury of complaining stockholder. 
 Sims u. St. R. R. Co., 37 Ohio St. 556. 
 
CREATION OP COaPORATIONS. 19 
 
 3. The time of the annual election for trustees or directors, 
 and the mode and manner of giving notice thereof. 
 
 4. The duties and compensation of oiHcers. 
 
 5. The manner of election, or appointment, and the tenure 
 of office, of all officers other than the trustees or directors. 
 
 6. Tlie qualification of members, when the corporation is not 
 for profit. 
 
 Sec. 3253. How payment of stock subscriptions enforced. If an 
 installment of stoclc remain unpaid for sixty days after the time 
 it is required to bo ])aid, whether such stock is held by an as- 
 signee, transferee, or the original subscriber, the same may be 
 collected by action, or the directors may sell the stock so unpaid 
 at public auction, for the installment then due thereon, firt;t giv- 
 ing thirty days' public notice of the time and place of sale, m 
 some newspaper in general circulation in the county where the 
 delinquent stockholder resided at the time of making the sub- 
 scription, or of becoming such assignee or transferee, or of his 
 actual residence at the time of the sale; or, if such stockholder 
 resides out of the state, such publication shall be made in the 
 county where the principal office of the company is located ;.if 
 any ri'sidue of money remain after paying the amount due on 
 the stock, the same shall, on demand, be paid to the owner; and 
 if the whole of the installment be not paid by the sale, the re- 
 mainder shall be recoverable by an action against the subscriber, 
 assignee, or transferee. [51 v. 484, § 1 ; 50 v. 274, § 7.] S. & 
 C. i'7(i, 319. 
 
 Sec. 3254. Stockholders entitled to certificates of stock — Record 
 of. Stockholders shall be entitled to rt'ceive certificates of their 
 
 § 3254. A corporation may become the purcliasm- of its own stock, in pay- 
 ment of debts owing to it. Taylor v. Exporting Co., 6 Oliio, 177. Ohio v. 
 Franklin Bank, 10 Ohio, 91. And this seems to be the only legitimate way 
 in which it may become the owner of its own stoclc. State v. Franklin Bank, 
 supra. But a corporation has no power to purchase the bonds of another 
 corporation for the purpose of controlling such corporation. State v. Mc- 
 Daniel, 22 Ohio St. 354. 
 
 It is doubtful whether directors of a corporation have power, unless it is 
 expressly given, to pay dividends to stockholders not out of profils; and 
 where directors have assumed to sell stock, and stipulated to pay annual in- 
 terest thereon for a certain time, payment of such interest can not be en- 
 forced when the corporation has nothing out of which to make payment but 
 
20 OHIO CORPORATIONS. 
 
 paid up stock in the company ; and the jiresident and secretary 
 of the company shall, on demand, execute and deliver to a stock- 
 holder a certificate showing the true amount of the stock held 
 by him in the company. And it shall be the duty of the directors 
 of such corporation, when organized, to keep a record of all 
 stock subscribed and transferred, and of the secretary or record- 
 ing officer of such corporation to register therein all subscriptions 
 and transfers of stock. For that purpose , a book shall be kept, 
 and whenever any certificate or certificates of stock arc assigned 
 and delivered by a stockholder, the assignee thereof shall be en- 
 its capital stock, and it owes other debts. Railroad Co. v. King, 17 Ohio St. 
 534. And when the directors of a corporation have ordered its treasurer to 
 aljow interest, payable in stock, to those subsequently paying installments on 
 stock subscriptions, and such payments of interest are aclually made, the 
 order inures to the benefit of those stockholders who had paid their subscrip- 
 tions before the order was made. City of Ohio o. Railroad Co., 6 Ohio St. 489. 
 
 Mandamus is not the proper remedy to enforce performance of a duly not 
 specifically enjoined by law, imposed upon officers of a private corporation 
 organized for profit merely, where there is a plain and adequate remedy at 
 law or in equity. Preon v. Carriage Co., 42 Ohio St. 30. 
 
 The purchaser of shares in such corporation can not compel their transfer 
 by mandamus, where his incidental rights as stockholder do not depend on 
 ownership of these specific shares. lb. 
 
 Pledgee of stock as collateral is equitable owner, and may surrender cer- 
 tificate and have new certificate in his own name. Haldeman o. R. R. Co., 
 2 Handy, 101. But equitable owner can not recover value of stock from 
 company, if certificates are out in name of another claiming to be owner. 
 Bank v. R. R. Co., 21 Ohio St. 221. 
 
 One corporation can not become owner of any portion of capital stock of 
 another corporation, unless authority to become such is clearly conferred by 
 statute. Franklin Bank v. Commercial Bank, 36 Ohio St. 355. 
 
 An assignee of stock in railroad company, who tenders an unpaid install- 
 ment, with interest, may compel the corporation to issue to him a stock cer- 
 tificate; and as against such an action, the statute of limitations will begin 
 to run from the time of such tender. Iron R. R. Co. v. Pink, 41 Ohio St. 321. 
 
 Where secretary of railway company fraudulently filled up certificate to 
 himself, which had been signed in blank, and pledged it for his individual 
 debt, he was not acting as agent, and if there was negligence in the company 
 in failing to examine papers left with secretary, it must be so gross as to be 
 equivalent to bad faith or fraud; and the crime of the secretary was the 
 proximate cause of loss to pledgee, and the pledgee was guilty of contribu- 
 tory negligence in taking said certificate without inquiry. Cin., etc., R. R. 
 Co. V. Bank, 1 Circuit Rep. 199. 
 
CREATION OF CORPORATIONS. 21 
 
 titled on demand to "bave the same duly transferred upon said 
 book by such secretary or recording oflScer, whose duty it shall 
 be at the same time to enroll therein also the name of said as- 
 signee as a stockholder, and the books and records of such cor- 
 poration shall at all reasonable times be open to the inspection 
 of every stockholder. [81 Ohio L. 196.] 
 
 Sec. 3255. Stock is personal ■property . Shares of stock in any 
 company shall be personal property, and when fully paid up 
 shall be subject to levy and sale upon execution against the 
 owner. [50 v. 274, § 5.] S. & C. 276. 
 
 Sec. 3256. May borrow money on bond and mortgage. A cor- 
 poration may borrow money, not exceeding the amount of its 
 capital stock, and issue its notes or coupon or registered bonds 
 therefor, bearing any rate of interest authorized by law, and may 
 secure the payment of the same by a mortgage of its real or 
 personal property, or both. 
 
 Sec. 3257. Alay stipulate that its obligations may be converted 
 into stock. Upon the written assent of not less than three-fourths 
 of the stockholders, representing at least three-fourths of the 
 capital stock of the company actually paid, any company may 
 borrow money, not exceeding one-half of the capital stock ac- 
 tually paid in, on such security, by way of mortgage, or other- 
 wise, as may be agreed upon, and at a rate of interest not ex- 
 ceeding that allowed by law to be contracted for, and may, in 
 the instruments evidencing the contract, stipulate that the holders 
 of such instruments shall have the right to convert the amount 
 borrowed, or any part thereof, into either common or preferred 
 
 § 3255. The interest of a stockholder may be reached by garnishee pro- 
 cess served on corporation, and if the corporation is the attaching creditor, 
 such process may be served upon itself; but if certlBcates have been 
 pledged, and delivered under absolute power of sale, the attachment reaches 
 only the surplus after paying the pledjiee, and if the pledgee does not sell 
 ■ the stock the court may order its sale, and ascertain and apply the surplus, 
 and dividends follow the stock and are subject to same order of distribution. 
 Norton V. Norton, 43 Ohio St. 509. 
 
 Stock in foreign corporation must be listed for taxation here if owner re- 
 sides in Ohio. Bradley v. Bander, 36 Ohio St. 28. 
 
 § 3256. Where a corporation borrows money at usurious interest, the con- 
 tract is void only as to the excess over the legal rate. Larwell v. Hanover 
 Savings Fund Society, 40 Ohio St. 2ll. 
 
22 ' OHIO CORPORATIONS. 
 
 Stock, such stock having been provided for by the proper action 
 and certificate of the company ; and any action of the directors 
 for borrowing money, issuing bonds, or involving an expenditure 
 of money, shall be by a yea and nay vote, and record thereof 
 shall be made showing the vote of each director voting upon the 
 question. [67 v. 26, §§ 1, 2, 3, 4.] 
 
 Sec. 3258. Stockholders liable in an amount equal to their stock. 
 The stockholders of a corporation which maybe hereafter formed, 
 and such stockholders as are now liable under former statutes, 
 shall be deemed and held liable, in addition to their stock, in an 
 
 i 3258. It is well settled that, unless they have received assets of the cor- 
 poration which were liable to the payment of its debts, or have agreed to 
 pay the debts, the stockholders of a corporation are not liable for the debts 
 of the corporation, except when made so by charter or statute. Carr v. 
 Iglehart, 3 Ohio St. 457. But see State v. Sherman, 22 Ohio St. 411. 
 
 An act which authorizes the creation of a corporation, without providing 
 for the liability of its stockholders to its creditors to an amount at least equal 
 to the stock owned by each, is unconstitutional and void. State v. Sherman, 
 22 Ohio St. 411. And such liability may be imposed either by express pro- 
 vision, or by requiring of the stockholders such acts of organization, or other 
 acts, as will subject them to the provisions of article thirteen, section three, 
 of the constitution, which, 1o the extent of the amount of stock owned by 
 each stockholder, is self-executing. lb. 
 
 This liability of stockholders is not a primary resource or fund for the pay- 
 ment of the debts of the corporation, but is collateral and conditional to the 
 principal obligation which rests upon the corporation, and is to be resorted 
 to by creditors only in case of the insolvency of the corporation, or when 
 payment can not be enforced against it by ordinary process. Wright v. 
 McCormack, 17 Ohio St. 86. 
 
 As between stockholders, each is bound to contribute in proportion to his 
 stock, but the liability of each is separate, and it, and the right arising out 
 of it, is to, and for the exclusive benefit of, all the creditors. Wright k. Mc- 
 Cormack, supra; Umstead v. Buskirk, 17 Ohio St. 113. And an assignment 
 of this liability by the corporation, though for the mutual benefit of all its 
 creditors, is therefore inoperative. lb. 
 
 A stipulation in a policy of insurance issued by an insurance corporation, 
 limiting the time within which an action may be brought thereon, is not a 
 limitation on the right of action of a creditor against stockholders to enforce 
 this liability. Davis i!. Stewart, 26 Ohio^St. 643. 
 
 The individual liability of stockholders attaches in favor of creditors at 
 the time the debt is contracted or the liability incurred by the corporation. 
 Brown V. Hitchcock, 36 Ohio St. 667. 
 
 Action to enforce individual liability of stockholders must be brought 
 
CREATION OF CORPORATIONS. 23 
 
 amount equal to the stock by them subscribed, or otherwise ac- 
 quired, to the creditors of the corporation, to secure the payment 
 of the debts and liabilities of the corporation. [52 v. 44, § 78.] 
 S. & C. 310. 
 
 Sec. 3259. Theterm^^ stockholders" defined. The term "stock- 
 holders," as used in the preceding section, shall apply not only 
 to such persons as appear by the books of the corporation to be 
 such, but to any equitable owner of stock, although the stock 
 appears on the books in the name of another. 
 
 Sec. 3260. How such liability enforced. A stockholder or 
 creditor may enforce such liability by action jointlj'' against all 
 
 within six years after the cause of action accrued. Hawkins v. Furnace 
 Co., 40 Ohio St. 507. 
 
 In an action to enforce stockholders' liability, where all were not served, 
 but it did not appear that all could not be served: Held, error to assess 
 whole indebtedness on those served; Held, error also to give judgment for 
 some of the stockholders releasing them from assessment, upon the finding 
 that they did not own stock at the time the liabiUty sought to be enforced 
 accrued, without finding further that the stock held by these defendants had 
 not been sold by the corporation prior to the time such liability accrued. 
 Bonewitz v. Bank, 41 Ohio St. 78. 
 
 g 3'259. In McHenry et al. v. N. Y. P. & 0. R. R. Co., 13 W. L. B. & 0. 
 L. J. 36, U. S. Circuit Ct. N. D. Ohio, E. D., rule 94 of Sup. Ct. U. S., pro- 
 viding that a bill brought by stockholders in a litigation which should ordi- 
 narily be brought by the corporation must show particularly their efforts to 
 obtain redress from the corporation, etc., was strictly applied, and held, 
 upon the facts in that case, that where the railroad was in substance and 
 fact the property of the bondholders, the stockholders have no such interest 
 as entitle them to bring such suit; per Baxter, J. 
 
 i 3260. Before the enactment of this section, it was held in Wright v. 
 McCormack, and Umstead v. Buskirk, supra, that the action by a creditor to 
 enforce the liability of stockholders should be for the benefit of all the cred- 
 itors, and against all the stockholders, and the corporation should be a party, 
 and that stockholders whose liability is sought to be enforced may insist on 
 their co-stockholders being made parties, for the purpose of a general ac- 
 count, and to enforce from them contribution. 
 
 And where transferee of stock is not a party to such suit, it is not error to 
 adjudicate as between other stockholders who are parties and creditors, and 
 continue the case as to liability of vendor and vendee of stock as between 
 themselves and creditors; and interest may be included from beginning of 
 suit, although thereby amount of stockholder's original liability may be ex- 
 ceeded. In such case court may order plaintiflf's attorney paid out of pro- 
 ceeds of judgment. If, by reason of insolvency or non-residence, the amount 
 
24 OHIO CORPORATIONS. 
 
 the holders or owners of stock, which action shall be for the 
 benefit of all the creditors of the corporation, and against all 
 persons liable as stockholders ; and in such action there shall bo 
 found and determined the amount payable by each person liable 
 as stockholder on ail the indebtedness of the corporation, in 
 which adjudication no costs shall be taxed to nor collected of any 
 stockholder to an amount which, together with the amount to be 
 paid on said indebtedness, will exceed the amount of the stock 
 on which he is liable. 
 
 Sec. 3261. Trustees personally liable for all debts. The trustees 
 of a corporation created for a purpose other than profit, shall be 
 personally liable for all debts of the corporation by them con- 
 tracted. [52 V. 44, § 78.] S. & C. 310. 
 
 Sec. 3262. Increase of capital stock. A corporation for profit, 
 after its original capital stock is fully paid up, or a corporation 
 not for profit, having a capital stock, may increase its capital 
 stock or the number of shares into which its capital stock is di- 
 vided, by a vote of the holders of a majority of its stock, at a 
 meeting called by a majority of its directors, at least thirty days' 
 notice of the time, place and object of which has been given by 
 publication in some newspaper of general circulation, and by 
 letter addressed to each stockholder whose place of residence is 
 known ; or such increase may be made at any meeting of the 
 stockholders at which all the' holders of such stock are present 
 in person or by proxy, and waive in writing such notice by pub- 
 lication and by letter ; and also agree in wi'iting to such increase, 
 
 due from any stockholder is not collectible, assignor of stock may be charged 
 with deficiency. See this case also for facts estopping stockholders from 
 questioning jurisdiction of appellate court. Mason v. Alexander, Ohio Sup. 
 Ct, 16 W. L. B. 41. 
 
 Some interesting questions of practice in subjecting liability of stock- 
 holders are decided in Hardman v. Cin., etc., Ry. Co., Ham. Com. Pleas, 15 
 W. L. B. 164. 
 
 Statute of limitations commences to run in such actions when company 
 is insolvent and claim is determined and enforcible against stockholders. lb. 
 
 § 3262. Agreement to take shares of increase stock may be enforced, 
 though whole stock never taken. Clarke v. Thomas, 34 Ohio St. 46. 
 
 When irregularities in proceedings to increase stock will not defeat action 
 on subscription. lb. 
 
 Court may order receiver to collect such proportion of subscription as ia 
 necessary to pay debts. lb. 
 
CREATION OF CORPORATIONS. 25 
 
 naming the amount of increase to which they agree ; and a cer- 
 tificate of such action of the corporation shall be filed with the 
 secretary of state. [83 O. L. 134.] 
 
 Sec. 3263. May increase stock by preferred stock. Upon the 
 assent, in writing, of three-fourths in number of llie stockholders 
 of any company, representing at least three-fourths of the cap- 
 ital stock of the company, the company may issue and dispose 
 of preferred stock, and may stipulate that the holders of such 
 stock shall bo entitled to a dividend not exceeding six per centum 
 per annum, out of the annual profits of the company, in prefer- 
 ence to all other stockholders, and that they may convert such 
 preferred stock into common stock of the company at their elec- 
 tion; and upon any such increase of stock, a certificate shall be 
 filed with the secretary of state, as provided in the preceding 
 section. [71 v. 69, §§ 1, 2.] 
 
 Sec. 3264. Reduction of capital stock. The board of directors 
 of any such corporation may, with the written consent of the 
 persons in whose names a majority of the shares of the capital 
 stock thereof stands on the books of the company, i-educe the 
 amount of its capital stock and the nominal value of all the 
 shares thereof, and issue cerlifiuates therefor; but the rigiits of 
 creditors shall not be afieeted or impaired thereby ; and a certifi- 
 cate of such action shall be filed with the secretary of state. 
 [83 V. 134.] 
 
 Sec. 3265. Change of bonds authorized. A corporation which 
 has lawfully issued, or may hereafter lawfully issue, its registered 
 or coupon bonds, may, upon the request of the holder thereof, 
 change such registered bonds into coupon bonds, or such coupon 
 bonds into registered bonds, either by substitution, or proper in- 
 dorsement thereon ; and all liens, securities, and rights which 
 existed or accrued to such original bonds shall continue to such 
 substituted or indorsed bonds, the same as if such subsiitution or 
 indorsement had not been made. [73 v. 123, §§ 1, 2.] 
 
 Sec 3266. Property to be employed only for objects of corpora- 
 tion. No corporation shall employ its stocks, meiins, as.sets, or 
 
 § 3263. Holders of such preferred stock, secured by mortfjage, are not 
 stockholders, but preferred creditors. Burt u. Rattle, 31 Ohio St. 116. 
 
 § 3266. Bill or note made or received by a corporation is prima facie 
 within its corporate powers. Straus v. Eagle Ins. Co., 5 Oliio St. 59. 
 
26 OHIO CORPORATIONS. ' 
 
 Other property, directly or indirectly, for any other purpose 
 whatever than to accomplish the legitimate objects of its creation. 
 [50 V. 274, § 73.] S. & 0. .SOy. 
 
 Sec. 3267. Chanrje in number of directors. A company may, 
 by a vote of a majority of its stock, at any regular meeting of 
 the company, increase the number of directors to any number 
 not greater than fifteen, or decrease the number before or after 
 such increase to any number not below five; provided, that at 
 any stockholders' meeting, called in the manner and as provided 
 in section three thousand two hundred and forty-six, and notice 
 of which has been given in accordance with the provisions 
 thereof, any corporation, incorporated for manufactnring pur- 
 poses, may, by a vote of a majority of its stock, increase the 
 number of its directors as hereinbefore provided, who shall hold 
 their offices respectively until the next annual election for 
 directors, and until their successors are elected and qualified. 
 [83 Ohio L. 163.] 
 
 Sec. 3268. Annual statement. Every corporation organized 
 under the laws of this state shall make a statement annually of 
 its financial condition, setting forth its assets and liabilities, and 
 shall furnish to each stockholder a true copy of the same, to- 
 gether with a list of the stockholders thereof and their place of 
 residence. 
 
 Sec. 3269. When provisions of this chapter do not apply. The 
 provisions of this chapter do not apply when special provision is 
 made in the subsequent chapters of this title, but the special 
 provisions shall govern, unless it clearly appear that the pro- 
 visions are cumulative; and no corporation shall,, by any thing 
 in this title, be relieved from any liability in actions now pend- 
 ing, or causes of action heretofore accrued. 
 
 Foreign corporations may do business in this state through principles of 
 comity. Petroleum Co. v. Weare, 27 Oliio St. 34H; Telegraph Co. u. Mayer, 
 28 Ohio St. 522; Lewis v. Bank of Kentucky, 12 Ohio, 132. And may sue 
 and be sued here same as in the states where they were created. Smith v. 
 Sewing Machine Co., 26 Ohio St. 5(52. And as to jurisdiction of federal 
 courts, foreign corporations are regarded as citizens of the slates in which 
 they are organized. Shelby v. Hoffman, 7 Ohio St. -451; Railroad Co. v. 
 Corry, 28 Ohio St. 208. 
 
 Foreign corporation may take real estate in Ohio by devise, although dis- 
 abled to do so in its home state. Am. Bible Soc. v. Marshall, 15 Ohio St. 537. 
 
RAILROAD COMPANIES. 
 
 27 
 
 RAILROAD LAWS. 
 
 RAILROAD COMPANIES. 
 
 Section 
 
 Powers. 
 
 3270. May contract and maintain a 
 
 railroad, etc., and where. 
 
 3271. How terminus fixed in certain 
 
 case. 
 
 3272. How line or termini may be 
 
 changed. 
 
 3273. Change to be certified to secre- 
 
 tary of state. 
 
 3274. Mortgage covers line as 
 
 changed. 
 
 3275. When and how route may be 
 
 changed. 
 
 3276. Company liable for damages, 
 
 and certain subscriptiens can- 
 celed. 
 
 3277. May change location or grade, 
 
 when. 
 
 3278. When land may be appro- 
 
 priated to make such change. 
 
 3279. Certain companies may extend 
 
 road into other state. 
 
 3280. May construct branch roads. 
 
 8281. May enter upon and appro- 
 priate land for certain pur- 
 poses. 
 
 3282. What lands a company may 
 
 acquire. 
 
 3283. How right to occupy road, 
 
 street, alley, etc, may be ac- 
 quired. 
 
 3284. May divert road or stream 
 
 when necessary. 
 
 3285. May construct its bridges as 
 
 toll bridges; tolls thereon. 
 
 3286. May issue bonds for certain 
 
 purposes, and secure same by 
 mortgage. 
 
 Section 
 
 3287. May borrow money, and se- 
 
 cure the same by pledge of 
 its propertj'. 
 
 3288. How mortgage or pledge may 
 
 be made. 
 
 3289. Where such mortgage to be re- 
 
 corded. 
 
 3290. How directors to dispose of se- 
 
 curities. 
 
 3291. Directors may open transfer 
 
 books in other states. 
 
 3292. When directors may elect a 
 
 vice-president. 
 
 3293. When directors may elect a 
 
 treasurer. 
 
 3294. Number of directors may be 
 
 increased or diminished. 
 
 3295. Directors may be classified at 
 
 stockholders' meeting. 
 
 3296. Jlay be classified at annual 
 
 elections. 
 
 3297. Fui-ther application of two pre- 
 
 ceding sections. 
 
 3298. Subscriptions payable on com- 
 
 pletion of the road author- 
 ized. 
 
 3299. Certain property of certain 
 
 companies exempt from exe- 
 cution. 
 
 3300. When a company may aid an- 
 
 other, or lease its road. 
 
 3301. Two-thirds of the stockholders 
 
 of each company must as- 
 sent. 
 
 3302. How a dissenting stocljholder 
 
 may sell his stock. 
 
 3303. When the court may appoint 
 
 arbitrators. 
 
28 
 
 OHIO CORPORATIONS. 
 
 Section 
 
 3304. Notice of iipplioation therefor — 
 
 how given. 
 
 3305. A lease ■without security, void. 
 
 3306. How an extension of a line au- 
 thorized. 
 
 3307. For what purposes capital stock 
 
 may be increased. 
 
 3308. Proceedings to increase stock. 
 
 3309. "Common" or "preferred" 
 
 stock may be issued; sale 
 thereof. 
 
 3310. Facts to be certified to the 
 
 secretary of state. 
 
 Regulations. 
 
 3311. Must establish a principal office. 
 
 3312. Kecord to bo kept at offices 
 
 open to inspection. 
 
 3313. Securities sold to directors un- 
 
 der par, void. 
 
 3314. When directors are personally 
 
 liable to stockholders. 
 
 3315. Certain persons ineligible to 
 
 office or appointment. 
 
 3316. Acts of such persons void, and 
 
 penalties. 
 
 3317. How authority obtained to 
 
 bridge canals and navigable 
 waters. 
 
 3318. Certain bridges established. 
 
 3319. Attorney-general to enforce 
 
 section three thousand three 
 hundred and seventeen. 
 
 3320. Passenger trains must stop at 
 
 certain stations. 
 
 3321. Land covered by right of way 
 
 not to be taxed to owner. 
 
 3322. "When release of right of way 
 
 papers to bo recorded. 
 
 ?h523. Must erect sign-boards at road 
 " crossings. 
 
 3324. Must construct and maintain 
 fences, crossings, and cattle- 
 guards. 
 
 Section 
 
 3325. When land-owner may con- 
 
 struct fence at company's ex- 
 pense. 
 
 3326. Company to keep fence in re- 
 
 pair. 
 
 3327. When private crossings must 
 
 be built. 
 
 3328. When land-owner may build 
 
 at company's expense. 
 
 3329. When five preceding sections 
 
 do not apply. 
 
 3330. When company may build 
 fence at land-holder's ex- 
 pense. 
 
 3331. Penalties for not constructing 
 
 and repairing fences, etc. 
 
 3332. Eight of land-owner to use cul- 
 
 vert, etc., for cattle-way. 
 
 3333. Bail road crossings — how to be 
 
 made. 
 
 3334. Rules to be made and pub- 
 
 lished. 
 
 3335. Penalties for violations of sec- 
 
 tion three thousand three 
 hundred and thirty-three. 
 8336. Signals at road crossings. 
 
 3337. Penalties for violations of pre- 
 
 ceding section. 
 
 3338. Whole track to be of uniform 
 
 gauge. 
 
 3339. When tracks must be used in 
 
 common. 
 
 3340. When connections may be 
 
 made. 
 
 3341. When companies must trans- 
 
 port cars of other companies. 
 
 3342. Ways for water must be pro- 
 
 vided. 
 
 3343. Proceedings to enforce preced- 
 
 ing section. 
 
 3344 When the probate judge may 
 let the work. 
 
 3345. Salfi of the work, and proceed- 
 ings thereon. 
 
EAILEOAD COMPANIES. 
 
 29 
 
 Section 
 
 3346. Fees of officers in such cases. 
 
 3347. Movable bridge between pas- 
 
 senger cars required. 
 
 3348. Penalties for violation of pre- 
 
 ceding section. 
 
 3349. When two preceding sections 
 
 do not apply. 
 
 3350. Commissioner of railroads must 
 
 enforce certain sections. 
 
 3351. Heating apparatus described. 
 
 3352. "When the price may be ascer- 
 
 tained by arbitration. 
 
 3353. How passenger cars to be 
 
 lighted. 
 
 3354. Penalties for violation of cer- 
 
 tain sections. 
 
 3355. When and how freight-ways 
 
 may be constructed. 
 
 3356. When plan of freight-way must 
 
 be approved by commis- 
 sioner. 
 
 3357. How railroad scrap metal shall 
 
 be sold. 
 
 3358. Penalties for violation of last 
 
 section. 
 
 3359. What is the evidence of title to 
 
 such scrap. 
 
 3360. When a mixture of such 
 
 scrap deemed a confusion of 
 goods. 
 
 3361. Company may replevy scrap; 
 
 proceedings in the action. 
 
 3362. Penalties for obstructing the 
 
 laying of a track. 
 
 3363. When and how a company, 
 
 may dissolve. 
 
 3364. When companies must cross 
 
 streams on the same bridge. 
 
 3365. Proceedings to appropriate 
 
 joint use of bridge. 
 
 Fare and Freight. 
 
 3366. To or from points competing 
 
 with the public works. 
 
 Section 
 
 3367. Tariff of rates to be published 
 
 and how changed. 
 
 3368. Certnin contracts inhibited. 
 
 3369. WhPn trunk roads must not 
 
 discriminate between other 
 roads. 
 
 3370. Must forward freight by line 
 
 nalned by shipper. 
 
 3371. Preceding section may be en- 
 
 forced by injunction. 
 
 3372. Not to discriminate between 
 
 way and through freight. 
 
 3373. Nor against points in the state. 
 
 3374. Kates of passenger fare pre- 
 
 scribed. 
 
 3375. Rates of freight prescribed. 
 
 3376. Penalties for violation of two 
 
 preceding sections. 
 
 3377. When the three preceding sec- 
 
 tions do not apply. 
 
 3378. Kates of fare and freight on 
 
 branch roads. 
 
 ConsQlid(iii(yn. 
 
 3379. When companies whose roads 
 
 are in the state may consoli- 
 date. 
 
 3380. When company may con- 
 
 solidate with foreign com- 
 pany. 
 
 3381. Proceedings to effect consoli- 
 
 dation. 
 
 3382. Effect of the agreement to con- 
 
 solidate. 
 
 3383. Election of directors of new 
 
 company. 
 
 3384. Property of the old companies 
 
 vests in the new. 
 
 3385. Principal office to be estab- 
 lished. 
 
 3386. Actions against new com- 
 
 pany. 
 
 3387. Taxation of road partly in this 
 
 state. 
 
30 
 
 OHIO COKPOHATIONS. 
 
 SECTION 
 
 3388. Stockholder refusing to consoli- 
 
 date, must arbitrate. 
 
 3389. "When arbitrators to be ap- 
 
 pointed by a judge. 
 
 3390. Notice to be given of applica- 
 tion for such appointment. 
 
 3391. Effect of the agreement of con- 
 
 solidation as evidence. 
 In actions against new com- 
 pany, certain proof dispensed 
 with. 
 
 3392. 
 
 Section 
 
 3408. When stock or bonds are held 
 
 in a fiduciary capacity. 
 
 Private Sales of Roads. 
 
 3409. "When a company may sell its 
 
 road-bed, etc. 
 
 3410. The transfer to be by deed. 
 8411. Two-thirds in interest of stock- 
 holders must consent. 
 
 3412. "What interest dissenting stock- 
 
 holder may retain. 
 
 3413. Title to property vests in 
 
 
 Reorganization. 
 
 
 grantee. 
 
 3393. 
 
 "When proceedings for reorgan- 
 ization may be had. 
 
 3414. 
 
 Certain rights of way forfeited. 
 
 3394. 
 
 Meeting of creditors, and pro- 
 
 
 Receivers. 
 
 
 ceedings thereat. 
 
 •3415. 
 
 May sue and be sued without 
 
 3395. 
 
 "What must be certified to the 
 
 
 leave of court. 
 
 
 secretary of state. 
 
 3416. 
 
 Where action maybe brought. 
 
 3396. 
 
 The property and powers of 
 
 
 and service. 
 
 
 the new company. 
 
 3417. 
 
 Application of funds, and lien 
 
 3397. 
 
 Further powers of the new 
 
 
 thereon. 
 
 
 company. 
 
 3418. 
 
 "Where' receiver must deposit 
 
 3398. 
 
 Lien of mortgages, etc. 
 
 
 money. 
 
 3399. 
 
 These provisions applicable to 
 
 
 
 
 certain other companies. 
 
 
 Judicial Sales of Roads. 
 
 ^400. 
 
 The property mortgaged may 
 
 3419. 
 
 How purchaser of railroad 
 
 
 be sold without appraise- 
 
 
 may acquire franchise. 
 
 
 ment. 
 
 3420. 
 
 Certain roads may be sold at 
 
 3401. 
 
 "When creditors of company 
 
 
 judicial sale. 
 
 
 may agree on capitalization. 
 
 3421. 
 
 The receiver must petition 
 
 3402. 
 
 Secretary of state to publish 
 
 
 therefor. 
 
 
 notice of the agreement. 
 
 3422. 
 
 Order for appraisement of 
 
 3403. 
 
 Other creditors may sign the 
 
 
 road. 
 
 
 agreement. 
 
 3423. 
 
 Notice of sale to be published. 
 
 3404. 
 
 Eights of those who do not 
 
 3424. 
 
 Confirmation of sale, and deed. 
 
 
 sign. 
 
 3425. 
 
 How proceeds of sale distrib- 
 
 3405. 
 
 "When the court to make order 
 
 
 uted. 
 
 
 touching costs. 
 
 3426. 
 
 "Who may purchase such pro- 
 
 3406. 
 
 Agreement may be between 
 each interest and the com- 
 
 
 perty. 
 
 
 pany. 
 
 
 Railroad Police. 
 
 3407. 
 
 "When the road is used by two 
 
 3427. 
 
 How and when governor to 
 
 
 companies. 
 
 
 appoint railroad police. 
 
RAHiROAD COMPANIES. 31 
 
 Section Section 
 
 3428. Oath, and record of commis- 3433. When a passenger conductor is 
 
 sion. a policeman. 
 
 3429. Power of such police to enforop .3434. When conductor may eject a 
 
 regulations of road, and passenger. 
 
 make arrests. 3435. When he may arrest a pas- 
 
 3430. Policeman to wear badges. sengpr. 
 
 3431. Compensation of police. 3436. Penalues against conductors 
 34:i2. When powers cease. for violation of certain sec- 
 tions. 
 
 Powers. 
 
 Sec. 3270. May construct and maintain a railroad, etc., and 
 wJiere. A railroad company, now existing or hereafter created, 
 may maintain and operate, or construct, maintain and operate, a 
 railroad, with a single or double track, with such side-tracks, 
 turnouts, offices, depots, round-houses, machine-shops, water-tanks, 
 telegraph lines, and other necessary appliances, as it deems neces- 
 sary, between the points named in the articles of incorporation, 
 commencing at or within, and extending to or into, any city, 
 village, town or place named as a terminus of its road. [69 v. 
 203, §4.] 
 
 Sec. 3271. Sow terminus fixed in certain cases. When a ter- 
 minus named in the articles of incorporation is a county upon the 
 line or boundary of the state, t!ie president and directors of the 
 company, upon the location of the road in that county, shall 
 make and acknowledge a certificate definitely fixing the location 
 
 i 3270. Corporation is liable like individual for wrongful acts of em- 
 ployes or independent contractor; but corporation i.s not liab'e for 
 injury resulting from doing work, where it retained no control over the 
 mode and manner of doing such work. Hughes v. Ry. Co., 39 Ohio 
 St. 461. 
 
 An offer in writing to subscribe to capital stock of a railroad company, 
 conditioned upon construction of its line along a designated route, is re- 
 voked by death of the party before delivery and acceptance of his offer. 
 Wallace v. Townsend, 43 Ohio St. 537. 
 
 Where a donation is made of money to a railway company, payable "at 
 any time within two years" that said line may b;! constructed and operated 
 between given points, " provided the depot at C. ii piTnianeiilly located not 
 farther east than the center of C," such location of depot is a condition 
 precedent to the right to collect the donation. Elder v. Ry. Co., 1 Circuit 
 Rep. 2oi). 
 
32 OHIO CORPORATIONS. 
 
 in such county, and file the same with the secretary of state. [69 
 V. 163, § 1.] 
 
 Sec. 3272. How line or termini may he changed. A company 
 may, by a resolution adopted by a majority of its board of di- 
 rectors, at a meeting thereof duly called for the purpose, with 
 the written consent of three-fourths in interest of its stockholders, 
 change the line, or any part thereof, and either of the proposed 
 termini, of its road ; but no change shall be made which will 
 involve the abandonment of any part of the road, either partly 
 or completely constructed ; and any subscription of stock made 
 upon the faith of the location of such road, or a part thereof, 
 upon any line abandoned by such change, shall be canceled at 
 the written request of the subscriber not having consented 
 thereto, filed with the secretary or other chief ofiicer of the 
 company within six months after such change. [73 v. 115, 
 
 §1-] 
 
 Sec. 3273. Change to he certified to secretary of state. When 
 
 any such change is made, the same shall be described in such 
 resolution, a duly authenticated copy of which, under the seal 
 of the company, shall be filed with the secretary of state, and 
 by him recorded, with proper reference, on the record of the ar- . 
 tides of incorporation of the company, and when so filed, such 
 change shall be considered as made, and shall be as valid and 
 binding as if such changed line had been the line originally de- 
 scribed in such articles. [73 v. 115, §*2.]] 
 
 Sec. 3274. Mortgage coven line as changed. When any such 
 company has issued its mortgage bonds for the construction of its 
 road, the record of the mortgage securing the sam€, in each county 
 through or into which the changed line of the road passes, shall be 
 as effectual to create a lien upon the changed line of road, and 
 upon the property of the company, as if such mortgage contained 
 a complete description of such changed line and of such property. 
 [73 V. 115, § 3.]- 
 
 Sec. 3275. lYhen and how route may be changed. When a 
 company, the line of whose road has not been finally located in 
 
 2 ;-'.275. Agreement for location of route of railroad at a particular inter- 
 mediate place is not per se void as against public policy. R. R. Co. r. 
 Ralston, 41 Ohio St. 573. 
 
EAILEOAD COMPANIES. 33 
 
 whole or in part, finds it necessary, in order to avoid dangerous 
 or difficult curves or grades, or dangerous or unsubstantial 
 grounds or foundations, or for other reasonable cause, to pass 
 through a county not named in the articles of incorporation, or 
 to avoid passing into or through a county named therein, other 
 than a county in which a terminus of the road has been fixed 
 by the articles of iacorporation, or in which is located a town or 
 place by or through which the line of such road is t9 pass, the 
 president and directors of the company, or a majority of them, 
 may, under their hands and seals, make a certificate declaring 
 such necessity, and the cause thereof, and name therein the 
 county, or counties, through which it may be necessary to pass, 
 or which it may be necessary to avoid, which certificate shall be 
 acknowledged and certified, as provided in chapter one of this 
 title, and forwarded to the secretary of state; and a copy of 
 such certificate, duly certified by the secretary of state, shall be 
 evidence of the facts therein stated ; but nothing herein shall 
 be construed to authorize the abandonment of any part of such 
 company's line that has been finally located, or a change of the 
 general route of the line of such road, or the termiaal points 
 named ia the articles of incorporation. [71 v. 54, § 1.] 
 
 Sec. 8276. Company liable for damages, and certain subscrip- 
 tions canceled. When the line of road of any company is, under 
 the preceding section, diverted from a county named in the ar- 
 ticles of incorporation, the company shall be liable in damages, 
 if any be caused by such change or diversion, to any person 
 owning land in such county, and aU persons who subscribed to 
 the capital stock of the company on the line of that part of 
 the road so changed shall be released from all obligations to 
 pay their subscriptions ; but no action shall be commenced for 
 such damages after six months from the filing of such certificate 
 with the secretary of state, and the publication of notice thereof 
 by the company, for four consecutive weeks, . in some news- 
 paper printed in such county, or, if no newspaper is printed 
 therein, in some newspaper having general circulation therein, 
 saving the rights of infants, lunatics, and persons imprisoned, 
 for six months after their disability is removed. [71 v. 54, 
 
 §2.] 
 
 3 
 
34 OHIO COErOEATlONS. 
 
 Sec. 3277. May change location or grade, when. For the pur- 
 pose of avoiding annoyance to public travel, or dangerous or diffi- 
 cult curves or grades, or unsafe or unsubstantial grounds or founda- 
 tions, or wben tlie road-bed has been injured or destroyed by the 
 current of any river, water-course, or other unavoidable cause, 
 or for other reasonable cause, a company may change the location 
 or grade of any portion of its road, whether heretofore made or 
 hereafter to be made, but shall not depart from the general route 
 prescribed in the articles of incorporation. [63" v. 141, §11; 62 
 V. 36, § 1.] S. & S. Ill and 116. 
 
 Sec. 3278. When land may he appropriated to make such 
 change. For the purpose of making any such change, the com- 
 pany shall have all the rights, powers, and privileges to enter 
 upon and appropriate lands, and make surveys necessary to ef- 
 fect such change, upon the same terms, and subject to the same 
 obligations, rules, and regulations as are prescribed by law, ex- 
 cept that, when it is necessary to appropriate property for any 
 such change, the appropriation may be had, if the probate court, 
 in the proceedings instituted therefor, find that the proposed 
 change wiU conduce to the interests of the' company and the pub- 
 lic, and that the property and rights of those owning real estate 
 along the portion of the road to be affected by the change will 
 not be unreasonably injured thereby ; but when the location is 
 changed after the road has been used for transportation of per- 
 sons and property, the company shall be liable for all damages 
 occasioned by such change to the owner of the land upon which 
 the road was first constructed. [63 v. 141, § 11 ; 62 v. 36, § 1.] 
 S. & S. Ill and 116. 
 
 Sec. 8279. Certain companies may extend road into other states. 
 Any company organized for the purpose of constructing a rail- 
 road to the boundary line of this state, may extend its road into 
 and through any adjoining state, under the regulations which 
 may be prescribed by such adjoining state ; and the rights, pow- 
 ers, and privileges of such company over such extension, in the 
 
 § 3277. As to when route can not be changed when once located, see 
 E. R. Co. V. Naylor, 2 Ohio St. 236, and Atkinson v. R. R. Co., 15 Ohio 
 St. 21. 
 
 When additional land may be appropriated. R. R. Co. v. Daniels, 16 
 Ohio St. 390. 
 
EAILKOAD COMPANIES. 35 
 
 construction and use of such road, and in controUing the prop- 
 erty and applying the money and assets thereon, shall be the 
 same as if the road were built wholly within this state. [53 v. 
 143, § 9.] S. & C. 328. 
 
 Sec. 3280. JIaij construct branch roads. A company may con- 
 struct branches from the main line to towns or places within 
 thejimits of any county through or into which its road passes, 
 or to a connection with any raUroad which is or may be built 
 within this state, or to any coal or other mine, if, at a meeting 
 of the stockholders called for that purpose, the holders of a ma- 
 jority of the capital stock of the company, by a vote, in person 
 or by proxy, so determine ; and upon such determination the presi- 
 dent and directors shall make and acknowledge a certificate setting 
 forth the facts, and file the same with the secretary of state. [69 
 V. 203, § 4.] 
 
 Sec. 3281. May enter upon and appropriate land for certain 
 purposes. A company may enter upon any land for the purpose 
 of examining and surveying its railroad line, and appropriate so 
 much thereof as may be deemed necessary for its railroad, in- 
 cluding necessary side-tracks, depots, workshops, round-houses 
 and water-stations, materials for construction, except timber, a 
 right of way over adjacent lands suflacient to enable it to con- 
 struct and repair its road, and the right to conduct water by 
 aqueducts, and to make proper drains ; but no appropriation of 
 private property to the use of a company shall be made until full 
 compensation therefor is made in money, or secured by deposit of 
 money, to the owner, irrespective of any benefit from any improve- 
 ment proposed by the company, as prescribed by law. [50 v. 274, 
 § 10.] S. & C. 277. 
 
 Sec. 3282. Wliat lands a company may acquire. Such com- 
 pany may acquire, by purchase or gift, any lands in the vicinity 
 
 i 3280. A grant of power to a railroad company to locate and construct 
 branches to its main line, does not include authority to purchase the rail- 
 road of another company, constructed under a dififerent charter. Campbell 
 V. Railroad Co., 2.3 Ohio St. 168. 
 
 § 3281. Board of public works can not authorize railroad on bank of 
 canal. State v. Railway Co., 27 Ohio St. 157. 
 
 For power to appropriate land under facts given, see Piatt v. Penna. Co.. 
 43 Ohio St. 228. 
 
36 OHIO COKPORATIONS. 
 
 of the line of its road, or through which the same passes, so far 
 as may be deemed convenient or necessary by the company to 
 secure the right of way, or such as may be granted to aid in the 
 
 2 3282. A party owning lands entered into an agreement with the com- 
 pany by which it was allowed to enter on the lands, and construct the 
 track of its road ; it was to pay for the use of the land, upon an esti- 
 mate to he made by persons selected, within sixty days after such esti- 
 mate; the agreement provided that, if the payment was not 'made, the in- 
 terest which it gave, and the fixtures and works constructed, should become 
 the property of the party, as if the agreement had not been made, and 
 " said company had, without authority, and in its own wrong, entered upon 
 said land, and made said road through the same;" and the estimate having 
 been made, and the payment not made within the time, an injunction was 
 asked to restrain the company from using the land for its railroad track : 
 Held, that an injunction was properly refused, and that the party should 
 be left to pursue the ordinary legal remedies. Coe v. Railroad Co., 10 Ohio 
 St. 372. 
 
 The owner of a piece of land agreed in writing to convey it to a rail- 
 road company for depot purposes, on condition that the land should be 
 occupied for the western part of the company's depot grounds, and a part 
 of the usual depot buildings erected thereon; the company caused to be 
 erected and maintained on said piece of ground a warehouse for the ac- 
 commodation of the public in doing business on the road, and constructed 
 thereon facilities for loading and unloading live stock, coal and lumber, 
 but erected the principal depot buildings forty rods east of said piece of 
 land: Held, that the company had complied with the condition of the 
 agreement, and was entitled to hold the land. Railway Co. ». Rose, 24 
 Ohio St. 219. 
 
 When a railroad company has received from private parties donations 
 of land, subscriptions of stock, and payments in money, in consideration 
 that it should locate its road at a particular place, and allow private side 
 tracks and warehouse privileges in connection therewith, the company will 
 not be permitted to effectuate a change in fact (though not in namel of 
 the line of its road away from such place, by getting up a new corpora- 
 tion, and constructing a new road parallel with its old one, under a dif- 
 ferent charter, and permitting its old line to go to decay, without com- 
 pensating the parties with whom it contracted. Chapman v. Railroad Co., 
 6 Ohio St. 119. 
 
 The measure of damages in such case will be: 1. The par value of 
 plaintiff's stock and unpaid dividends, provided they transfer the stock 
 to the company. 2. The value of the lots donated by plaintiff to the 
 company, estimated at the date of the location of the road thereon, with 
 
RAILROAD COMPANIES. 37 
 
 construction of the road, and hold or convey the same in such 
 manner as the directors may prescribe ; but all such conveyances 
 acquired by gift, to said companies, shall be nuU and void, un- 
 less said company complete said road on the right of way so con- 
 veyed within five years from the time of said conveyance ; and 
 all deeds and conveyances made by the company shall be signed by 
 ' the president, under the seal of the company. [50 v. 274, § 15.] 
 S. & C. 279. 
 
 Sec. 3283. How rigid to occupy road, etc., acquired. If it be 
 necessary, in the location of any part of a raUroad, to occupy any 
 public road, street, alley, way, or ground of any kind, or any part 
 thereof, the municipal or other corporation, or public officers or au- 
 thorities, owning or having charge thereof, and the company, may 
 agree upon the manner, terms, and conditions upon which the same 
 may be used and occupied ; and if the parties be unable to agree 
 thereon, and it be necessary, in the judgment of the directors of 
 such company, to use or occupy such road, street, alley, way, or 
 ground, such company may appropriate so much of the same as 
 
 interest from tbe commencement of the action. 3. The diminution in 
 value of plaintiff's warehouse and side tracks resulting from the change 
 in line. 4. Compensation for the right of way through plaintiff's land, 
 from the time the line was changed until the railroad quitclaims the same 
 to him, and if this deed is not given, then the compensation is to bo com- 
 puted as if the right of way is to be perpetual in the company; and in 
 default of the payment of such damages by the day named, the company 
 sl^ould be enjoined from using the other line till payment. lb. 
 
 The power to purchase land conferred by section 14 of the act of Feb- 
 ruary 11, 1848 (46 V. 40), is not limited to the acquisition of such lands 
 as may be necessary for operating and maintaining its road. Walsh v. 
 Barton, 24 Ohio St. 28. 
 
 If, in making a purchase of real estate, the company abuse the power 
 conferred upon it by said section, still, after resale and conveyance, the 
 .title becomes indefeasible in its vendee. lb. 
 
 A deed purporting to have been executed by the president of a railroad 
 compamy, under the seal of the corporation, as authorized by section 15 
 of the act of May 1, 1852 (50 v. 274), if objected to, can not be given in 
 evidence without proof of its execution. lb. 
 
 'i 3283. For contract with city and damages for breach, see Railway Co. 
 V. Carthage, 36 Ohio St. 631. See also 35 Ohio St. 94 and 284, and 37 
 Ohio St. 157. 
 
38 ' OHIO COEPOEATIONS. 
 
 may be necessary for the purposes of its road, in the manner and 
 upon the same terms as is provided for the appropriation of the 
 property of individuals; but every company which lays a track 
 upon any such street, aUey, road, or ground, shall be responsible for 
 injuries done thereby to private or public property lying upon or 
 near to such ground, which may be recovered by civil action 
 brought by the owner, before the proper court, at any time within 
 two years from the completion of such track. [54 v. 133, § 12.] 
 S. & C. 278. 
 
 Sec. 3284. May divert road or stream when necessary. A com- 
 
 l 3284 Under the thirteenth section of the act of May 1, 1852 (50 v. 
 274), it is the duty of a railroad company to restore a highway, diverted 
 in the construction of its road, to such condition as not to impair its former 
 usefulness, and it is liable for injuries resulting from its neglect to do so; 
 but when the highway has been fully restored, the corporation is under no 
 obligation to keep the same in repair. Railway Co. v. Maurer, 21 Ohio St. 
 421; Potter v. Bunnel, 20 Ohio St. 150. But if, after the restoration of the 
 highway, the railroad company wrongfully encroaches upon it, or impairs 
 its usefulness, it will be held liable for damages resulting from such er.- 
 croachment or impairment. Railway Co. v. Maurer, supra. 
 
 The right of a railroad company to enjoy the use of its road at the cross- 
 ing of a common highway, and the right of the traveling public to use the 
 highway, are co-ordinate and equal, and reasonable care and prudence must 
 be exercised by each in the use of the crossing, so as not to interfere un- 
 necessarily with the other. Railway Co. v. Maurer, supra. 
 
 A corporation owning and operating a railroad which crosses a common 
 highway, is under no obligation to remove from the- highway obstructions 
 placed on the crossing by a stranger, if the material constituting the ob- 
 struction is neither the property, nor under the care and control, of the cor- 
 poration, although the existence of the obstruction is brought to the knowl- 
 edge of its agents; nor does such obligation exist, although the person 
 so placing the obstruction be a brakeman on the company's road, and the 
 material constituting the obstruction be waste manure from the stock-cars 
 of the company, if the bralceman so placed the manure for his own use, 
 without the authority of the company, and at the time was not acting 
 within the scope of his employment and duty as brakeman. Railway Co. v. 
 Maurer, supra. 
 
 When railroad company may be enjoined from obstructing highway. 
 State V. Railway Co., 36 Ohio St. 434. • 
 
 When railroad company cuts new channel for a stream, and throws the 
 water upon land of another to his damage, the company is liable; and until 
 
RAILROAD COMPANIES. 39 
 
 pany may, whenever it is necessary in the construction of its road 
 to cross a road or a stream of water, divert the same from its loca- 
 tion or bed ; but the company shall, without unnecessary delay, 
 place such road or stream in such condition as not to impair its 
 former usefulness; and any or aU raUroads hereafter constructed 
 which shall cross any avenue or public highway leading from a 
 city of the first or second class ,to a public cemetery of such 
 city, situate within or without the limits of any such city, shall 
 be constructed so as either to pass under or over such avenue 
 or public highway, at such elevation or depression, as the case 
 may be, as wiU allow the unobstructed passage of all wagons, car- 
 riages, or other vehicles which it may be necessary for any person 
 to use upon such avenue or public highway. [50 v. 274, § 16.] 
 S. & C. 279. 
 
 Sec. 3285. May comtruct its bridges as toll bridges; tolls tliereon. 
 It may so construct its bridges as to answer the ordinary purposes 
 of travel and business, as well as for railroad purposes, and may 
 demand and receive such rates of toll for the passage of individuals, 
 vehicles of aU kinds, or animals, as it may fix, subject to the ap- 
 proval of the commissioners of the county or counties in which such 
 bridge is erected ; but the rates of toll must be uniform, shall be 
 printed or painted, and kept conspicuously posted in or near the 
 toll-house of the bridge, and may be revised and changed in the 
 first week in eacn year ; and the company may compound and bar- 
 gain with any person or party for the use of such bridge, by the 
 month, quarter, or year ; but no company shall receive toU upon 
 any such bridge if erected within one mile of any toU-bridge pre- 
 viously constructed over the same stream. [51 v. 415, § 1.] S. 
 & 6. 323. 
 
 Sec. 3286. May issue bonds for certain purposes, secured by mort- 
 
 a right is acquired to cause continuing damage, the four years statute of 
 limitations will not bar a recovery. Valley Ry. Co. v. Franz, 43 Ohio 
 St. 623. 
 
 The statute authorizing construction of track across public road imposes 
 personal duty on railway company of care and diligence to public, and its 
 contractors employed to do the work are its agents and servants, and it is 
 responsible for their negligence. C. H. & D. Ey. Co. v. Van Dorn, 1 Circuit 
 Rep. 292. 
 
40 OHIO COEPOEATIONS. 
 
 gage. A company may issue bonds, convertible or otherwise, bear- 
 ing a rate of interest not exceeding seven per centum per annum, 
 to an amount not exceeding two-thirds of its capital stock, actually 
 subscribed, for one or more of the following purposes: Complet- 
 ing or extending its road, constructing branch roads, laying double 
 or additional track, increasing its machinery or rolling-stock, build- 
 ing depots or shops, making improvements, paying its unfunded 
 debts, or redeeming its bonds ; and it may secure the bonds issued 
 for such purposes by mortgage on its property, or otherwise, 
 if authorized by the vote, in person or by proxy, of holders of a 
 majority of the stock upon which all the installments called for by 
 the board of directors have been paid ; but such vote shall be taken 
 at a meeting of stockholders, of which thirty days' notice shall be 
 given. [73 v. 25, § 5.] 
 
 Sec. 3287. May borrow money, and secure same by pledge of its 
 property. A company may borrow money, at a rate not exceeding 
 seven per centum per annum, for any purpose that the same may 
 be needed in its business, and execute bonds or promissory notes 
 therefor in sums of not less than one hundred dollars ; and it may 
 secure the payment of such bonds and notes by a pledge of its prop- 
 erty and income; but the aggregate indebtedness authorized by 
 this and the preceding section shall not exceed the amount of the 
 capital stock of the company. [50 v. 274, § 14.] S. & C. 279. 
 
 Sec. 3288. Sow mortgage or pledge may be made. Such.mort- 
 
 § 3286. When narrow gauge railroad may issue second mortgage bonds. 
 See 77 Ohio L. 164. 
 
 g 3288. Certain persons, their associates, successors, and assigns, were 
 " created a body corporate, with succession, with power to sue, and be eued, 
 plead and be impleaded, defend and be defended, contract and be contracted 
 with, acquire and convey, at pleasure, all such real and personal estate as 
 may be necessary and convenient to carry into effect the objects of the in- 
 corporation ; " the corporation was authorized to construct and maintain a 
 railroad between certain termini, and to demand and receive, for the trans- 
 portation of persons and property, a compensation not exceeding certain 
 specified rates ; and it was also authorized to appropriate, by proceedings 
 under a general law regulating such proceedings, lands necessary for its rail- 
 road track, the property of individuals ; Held — 
 
 1. That, under these general power.s, the corporation had no power to 
 alienate the franchise to be a corporation, or the franchise to construct and 
 maintain a railroad, and receive compensation for the transportation of 
 
KAILEOAD COMPANIES. 41 
 
 gage or pledge may be made by the company executing a deed of 
 mortgage, or other instrument iu writing, for the purpose of secur- 
 
 persons and property, nor any interest in real estate acquired and held solely 
 and exclusively for the purpose of the exercise of such franchise. 
 
 2. That, after the railroad had been constructed, and prepared for use, 
 th\ngs requisite for that use, such as locomotives, cars, and the like, not af- 
 fixed to the land, being acquired by the corporation, are to be regarded as 
 personal property, subject to alienation, and liable for debts. 
 
 3. That the corporation could not make a mortgage of any property, 
 such as the above described, to be subsequently acquired, so as to give it va- 
 lidity, in other manner, or to a greater extent, than an individual owner of 
 personal property. Coe v. Eailroad Co., 10 Ohio St. 372. 
 
 The corporation bad a grant of power to borrow money, not exceeding its 
 capital stock, at a rate of interest not exceeding seven per cent, and to exe- 
 cute bonds therefor, and to secure the payment thereof by a pledge of the 
 property and income of the company; and a subsequent grant of a like 
 power, and the authority to pledge, was expressed to be by "mortgage or 
 otherwise, the entire road, fixtures, and equipments, with all the appurte- 
 nances, income, and resources thereof; " Held — 
 
 1. That, under the power thus granted for the special purpose of borrow- 
 ing money, the company could not mortgage the franchise to be a corpora- 
 tion, appertaining to the individual members of the corporation, but could 
 mortgage the franchise of the corporation to maintain the railroad, and re- 
 ceive compensation for the transportation of persons and property, and could 
 mortgage property connected with the railroad and the use of its franchise, 
 ■whether real or personal, to be subsequently acquired. 
 
 2. That the power which the company had to institute a judicial proceed- 
 ing to appropriate private property was not transferable, and tliat the mort- 
 gage of the company could give no right to the exercise of such a power, 
 which the provisions of the general law on the subject did not authorize. 
 
 3. That the execution of a mortgage by the company, under such special 
 power, could give no exemption of its personal property from a liability 
 which might be otherwise created by its own act, or a judicial proceeding, 
 that the execution of a like mortgage upon personal property, by an indi- 
 vidual, would not create. lb. 
 
 The company issued bonds, and executed mortgages to secure their pay- 
 ment, under its special power; the bonds were made payable ten years after 
 their date, with interest at the rate of seven per cent, payable semi-annually ; 
 and they were negotiated by the company at a discount, and a part of them 
 were exchanged for iron rails : Held — 
 
 1. That it was a proper exercise of the power to make the interest on the 
 bonds payable semi-annually. 
 
 2. That the act of JVLarch 8, 1851 (49 v. 94), which authorized the direc- 
 tors of the company to sell or negotiate the bond-i issued by the company, 
 
42 OHIO CORPORATIONS. 
 
 ing the payment of the loan of money made, or the notes, bonds, 
 or other evidences of the indebtedness issued by the company, which 
 
 at such rates as they might think proper, and which provided that the honds 
 so sold should bo as valid, in every respect, as if sold at their par value, ap- 
 plied both to the bonds, and its security given for their payment; and, there- 
 fore, the sale of the bonds at a discount did not render invalid the mortgages. 
 
 3. That the company having received authority to sell the bonds at less 
 than their par value, there could be no ground for prohibitmg an exchange 
 of the bonds for iron rails, and the fact of such exchange, or the intention to 
 make it, did not invalidate the bonds or the mortgages. lb. 
 
 The company executed three mortgages upon its property and income, 
 the property in possession and to be acquired; two of these mortgages were 
 properly executed and recorded, but the second in order of time, executed in 
 New York, and acknowledged before an Ohio commissioner in that^tate, 
 had but one witness; and the third or subsequent mortgage was expressly 
 made subject to the first and second: Held, that whether the second mort- 
 gage be regarded as creating a legal or equitable claim, it was entitled to a 
 priority over the third. lb. 
 
 A creditor having been permitted to levy an execution upon a part of the 
 personal property, including a portion acquired subsequently to the date of 
 both the second and third mortgages, but this levy having been made after 
 the action was brought, and while the property was in the hands of a receiver 
 appointed in the case : Held, that as against even the equitable claim of the 
 second mortgage, the creditor was not entitled to a preference. lb. 
 
 The consideration of the debt, for which the creditor recovered judgment, 
 was for money advanced in payment of interest for the company, and taxes 
 assessed against the company, and for rights of way paid for by the creditor: 
 Held, that such consideration of the debt due from the company created no 
 equitable claim upon the property conveyed by the mortgages. lb. 
 
 The mortgages executed by the company were to trustees for the benefit 
 of the holders of the bonds; they provided for the payment of the interest 
 and principal of the bonds, and contained a defeasance ; the instruments 
 also purported to give to the trustees an authority to sell the property, upon 
 conditions, at a place, and in a mode prescribed ; and the action was brought 
 to obtain, and the relief asked was, a sale under the order of the court : 
 Held— 
 
 1. That the parties were entitled to such sale. 
 
 2. That the property must be sold as real and personal, and that the real 
 estate must be sold according to the rules governing sales of real estate, and 
 must, therefore, be appraised. 
 
 3. That the railroad with its fixtures, constituting an entire tract of real 
 estate, indivisible for the purpose of the sale, together with the franchise 
 connected therewith, should be sold in like manner as an entire tract, lying 
 
KAILEOAD COMPANIES. -13 
 
 •nortgage may include the personal as well as the real property of 
 the company. [51 v. 332, | 1.] S. & C. 322. 
 
 in two or more counties, and the proceedings incidental to the sale should 
 be had in the county in which the action was brought. 
 
 4. That the personal property should be sold as personal property, but 
 might be sold with such precautions to prevent a sacrifice, and to produce 
 the highest price, as the court, in its discretion, might order. 
 
 5. That the mortgagees must be regarded as proceeding on that part of 
 the instrument which operates as a mortgage, and not under the power to 
 sell, and, therefore, the court would not be authorized, in this action, to 
 charge upon the proceeds realized by a sale an allowance for the trouble of 
 such mortgagees, or the fees of their counsel. 
 
 6. That the mortgagees represented th^ bondholders, and the latter were 
 neither necessary nor proper parties to the action, and that any question as 
 to the amount for which the security would be available must be made with, 
 the mortgagees, by an issue in the action. 
 
 7. That the mortgagees, as between them and the company, would be 
 authorized to receive the proceeds of the sale, but the company would have 
 the right to require that, upon or before payment of the proportion payable 
 upon any bond, it should be produced, and, if paid in full, canceled, or, if 
 paid in part, such payment to be credited. 
 
 8. That any question as to the party entitled to receive the money on a 
 bond, or as to the proportion payable on any bond lost or destroyed, or ques- 
 tions which may arise between the mortgagees and any bondholder, need not 
 be anticipated by any order to be inade in the action between the present 
 parties, but should be disposed of when they arise in another action, or in a 
 supplementary proceeding. 
 
 9. That an order made requiring the bondholders to prove their claims, 
 and state the amount paid for the bonds was erroneous. lb. 
 
 A railroad corporation executed a mortgage for money borrowed upon 
 its road and equipments; the loan was for a long period, but the interest was 
 to be paid semi-annually; the corporation had, by the terms of the mort- 
 gage, the possession and use of the road until default in payment of interest;, 
 there had been no default, and a creditor recovered judgment, and levied 
 an execution upon a part of the equipments of the road; and the mortgagee 
 filed a petition to obtain a perpetual injunction, upon the ground that the 
 use and possession of the road were indispensable to enable the corporation 
 to raise money wherewith to pay the interest as it became due: Held, that 
 such an averment did not show a sufficient ground for an injunction. Coe 
 V. Knox Co. Bk., 10 Ohio St. 413. 
 
 A mortgage by a railroad company, deriving its powers under the act of 
 February 11, 1848 (46 v. 40), although it may cover property connected with 
 the use of its franchise tn be subsequently acquired, does not operate to ■ 
 exempt such property, in its nature personal, and while it remains in posses- 
 
44 OHIO CORPOEATIONS. 
 
 Sec. 3289. Where such mortgage to be recorded. It shall be held 
 to be a sufficient record of any such mortgage, heretofore or here- 
 after made, if the same is recorded in the office of the recorder of 
 deeds in each of the counties in which the real or personal property 
 is situate or employed, and the mortgage so recorded shall be held 
 to be a good and substantial lien, from the date of the record of the 
 same in each county where it is recorded, as well UDon the personal as 
 the real property of the company. [.51 v. 332, § 2.] S. & C. 322. 
 
 sion of the corporation, from being levied upon by judgment creditors of the 
 company. Coe «. Peacock, 14 Ohio St. 187. 
 
 A power inserted in a mortgage authorizing the mortgagee, upon default 
 of payment, to take possession of the railroad, and other property connected 
 therewith, and use or sell the same, must be exerted upon all the property 
 mortgaged, and does not authorize the mortgagee to detach portions thereof, 
 either from the possession of the company, or an officer succeeding to its 
 rights, by valid levy thereon. lb. 
 
 The damages given by the statute to the defendant, in an action of re- 
 plevin, brought by the mortgagee against the officer, when it appears that the 
 mortgage lien upon the property exceeds its value, is not the value of such 
 property, or the amount of the execution levied upon it, but nominal 
 merely. lb. 
 
 Mortgages of railroad companies, executed under statutory provisions 
 authorizing them to pledge their " entire roads, franchises, fixtures, and equip- 
 ments, with the income and resources thereof, together with the capital 
 stock," and declaring that such mortgage shall be "a good and substantial 
 lien, as well upon the personal as real property of the company," where they 
 contain apt language to that efiect, attach to and cover future acquisitions 
 of property for uses of the road. Coopers v. Wolf, 15 Ohio St. 523. 
 
 The cast-oft' articles, fragments, and old materials, once forming part of 
 the road, or used in its operation, still continue under the mortgage, if a 
 proper and judicious management of the road requires that they should be 
 re-cast, or exchanged for new articles, for the uses of the road. lb. 
 
 Where the amount of such mortsjages exceeds the entire value of the 
 mortgaged property, only nominal damages can be recovered against the 
 sheriff, for refusing to levy upon and sell the property, on executions against 
 the company. lb. 
 
 A mortgage executed by a railroad company on "the road" of the com- 
 pany, "whether made or to be made, acquired or to be acquired, and all 
 property, real or personal," of the company, " whether now owned or here- 
 after to be acquired, used, or appropriated, for operating or maintaining the 
 said road," is not a lien upon real estate of the company, then owned or 
 afterwards acquired, which has not been used or appropriated for operating 
 or maintaining the road. Walsh v. Barton, 24 Ohio St. 28. 
 
EAILROAD COMPANIES. 45 
 
 Sec. 3290. How directors may dispose of securities. The directors 
 of the company may sell, negotiate, mortgage, or pledge such bonds 
 or notes, as well as any notes, bonds, scrip, or certificates for the 
 payment of money or property which the company may have there- 
 tofore received, or shall hereafter receive, as donations, or in pay- 
 ment of subscriptions to the capital stock, or for other dues of the 
 company, at such times and in such places, either within or without 
 the state, and at such rates and for Such prices, at not less than 
 seventy-five cents on the dollar, as, in the opinion of the directors, 
 will best advance the interests of the company; and if such notes 
 or bonds are thus sold at a discount, without fraud, the sale shall 
 be as valid in every respect, and the securities as binding for the 
 respective amounts thereof, as if they were sold at their par value. 
 [51 V. 286, § 1 ; 73 v. 25, § 5.] S. & C. 321. 
 
 Sec. 3291. Directors may open transfer books in other states. The 
 directors of any company, when they deem it expedient for the in- 
 terest or convenience of the company, may open transfer books in 
 any of the states of the United States, for the purpose of transfer- 
 ring stock which may be purchased or held by persons out of this 
 state; and they may employ suitable agents to keep such transfer 
 books, whose acts, done under the authority of this section, shall be 
 binding on the company. [48 v. 51, § 1.] S. & C. 321. 
 
 Sec. 3292. When directors may elect a vice-president. The direct- 
 ors may elect from their number a vice-president, whenever, in their 
 opinion, the interest or convenience of the company requires it; and 
 in case of the absence, death, resignation, or other disability of the 
 president, the vice-president so elected shall exercise the same pow- 
 ers and discharge the same duties as properly and legally belong to 
 the office of president, until such vacancy is filled by a new election, 
 or such disability removed. ' [53 v. 36, § 1.] S. & C. 323. 
 
 Sec. 3293. When directors may elect a treasurer. The directors 
 may, whenever, in their opinion, the interests or convenience of the 
 company will be promoted thereby, elect any suitable person as 
 treasurer of the company, to be subject to such rules and regula- 
 tions as they or the company may prescribe. [54 v. 103, § 1.] 
 S. & C. 324. 
 
 Sec. 3294. Number of directors may he increased or diminished. 
 A company may, by a vote of a majority of its stock, at any 
 regular annual meeting of the company, increase the number of 
 
4G OHIO CORPORATIONS. 
 
 ■directors to any number not greater than fifteen, or decrease the 
 number before or after such increase to any number uot below 
 seven. [72 v. 17, § 3.] 
 
 Sec. 3295. Directors may be classified at stockholder^ meeting. The 
 stockholders of a company, whether organized under general or 
 special laws, whose railroad is wholly or partly within this state, 
 may, at any regular meeting of its stockholders, or a special meet- 
 ing of which at least thirty days' notice has been given by publica- 
 tion, by an aflarmative vote of the stockholders owning a majority 
 of the stock of the company, direct its board of directore to so 
 classify the members thereof, by lot or otherwise, that one-third 
 thereof shall terminate their official term at the first annual election 
 thereafter, one third at the next annual election thereafter, and the 
 remainder at the next succeeding annual election thereafter ; at the 
 first regular election succeeding such classification, when the term 
 of the directors of the first class expires, and at each succeeding 
 annual election thereafter, the stockholders shall elect directors for 
 three years, to take the place of those retiring, and no more ; and 
 all vacancies which otherwise occur in the board shall be filled in 
 the manner prescribed by law. [66 v. 77, § 1.] 
 
 Sec. 3296. May be classified at annual elections. The stock- 
 holders of a company whose road is wholly or partly within this 
 state, may, at any regular annual election of directors thereof, so 
 classify and elect such directors that one-third thereof shall serve 
 for one year, one-third for two years, and the remainder for three 
 years; at each succeeding annual election thereafter the stock- 
 holders shall elect directors to take the place of those whose terms 
 so expire ; no person shall be allowed to vote for directors as afore, 
 said xinless he has been a registered stockholder of such company 
 at least thirty days prior to sucii election ; and the registry of such 
 stock shall be made in the books kept at the principal office of the 
 company. [66 v. 77, § 2.] 
 
 Sec. 3297. Further application of two preceding sections. The 
 provisions of the two preceding sections shall also apply to com- 
 panies whose bondholders or other creditors share with the stock- 
 holders in the election of directors ; and in such case the vote nec- 
 essary to direct the classification provided for in said sections shall 
 be the same as is required to elect directors of such company. [66 
 V. 77, § 3.] 
 
EAILEOAD COMPANIES. 47 
 
 Sec. 3298. Subscriptions payable on completion nf tlie road author- 
 ized. The directors of a company which has expended in the con- 
 struction of its road ten per centum of its authorized capital, and 
 has obtained actual bona iide subscriptions to its capital stock to the 
 amount of at least twenty per centum thereof, may receive sub- 
 scriptions to its capital stock, payable in such iustallments, depend- 
 ent upon the completion of the whole or any part of its road so that 
 cars may pass over the same, as its directors may deem expedient, 
 and upon full payment thereof may issue certificates of stock there- 
 for ; but no subscriber to the stock hereby authorized shall be en- 
 titled to any of the privileges of a stockholder until his subscription 
 is fully paid, nor shall he, for any purpose, be deemed a stockholder 
 until the happening of the contingency upon which the installments 
 on his subscription are made dependent. [54 v. 133, § 3.] S. & 
 C. 32.5. 
 
 Sec. 3299. Certain property of certain companies exempt from ex- 
 ecution. A company which has begun and partly built its road, but 
 is unable to finish and operate the same for want of means, may 
 take subscriptions conditioned that the proceeds thereof shall not 
 be used or applied upon the debts of the company ; and all money 
 or material collected upon such subscriptions, and all material or 
 implements purchased with such money for the construction of the 
 track, houses, depots, and rolling-stock of the company, shall be 
 exempt from execution, or other process or proceedings for the pay- 
 ment of the debts of the company, so long as such money, material, 
 or implements are used or designed for the construction of such 
 track, houses, depots, and rolling-stock. [64 v. 192, § 1.] S. & 
 S. 120. 
 
 Sec. 3300. Wlien a railroad company may aid, lease, or purchase 
 another — Effect of such purchase. Any company may aid another in 
 the construction of its road, by means of subscription to the capital 
 stock of such company, or otherwise, for the purpose of forming a 
 ccmnection of the roads of the companies, when the road of the 
 company so aided does not and will not when constructed form a 
 competing line ; any company may lease or purchase any part or 
 all of a railroad constructed, or in course of construction by another 
 company, if the lines of road of such companies are continuous or 
 connected, and not competing, upon such terms as may be agreed 
 upon between the companies; and after such purchase the purchas- 
 
48 OHIO COKPOEATIONS. 
 
 ing company shall be vested of all the rights and powers in respect 
 to the location, construction, completion, and operation of such rail- 
 road, and of branches thereto of the company from which it pur- 
 chased said railroad, including the power to acquire and appropriate 
 property therefor, and shall be subject to all the duties, obligations, 
 and restrictions of said company ; and any two or more companies 
 whose lines are connected and not competing, may enter into any 
 arrangement for their common benefit consistent with, and calculated 
 to promote the objects for which they were created. 79 Ohio L. 35. 
 
 An act to provide for fhe improvement and development of railroads 
 owned in common by two or more railroad companies within this state. 
 Passed April 11, 1883. 
 
 Section 1. Two or more companies owning a railroad may make 
 division of interests and dispose of same. Be it enacted by the General 
 Assembly of the State of Ohio, That in case two or more railroad com- 
 panies, being the owners in common of the whole or any part of a 
 railroad situated within this state, and by reason of inequality in 
 the amount of business done thereon by each company, require a 
 different degree and extent of improvement and development of the 
 same, it shall be lawful for such companies to enter into any 
 arrangement that inay be agreed upon between them for enlarging, 
 improving, developing, or increasing the facilities of such railroad 
 or any part thereof; and, in pursuance of such agreement, or other- 
 wise, to make such division of the railroad and appurtenances so 
 owned in common, and to execute and deliver each to the other, or 
 to any other railroad company having authority to purchase the 
 same, such deed or deeds of conveyance for the whole or any part 
 of such railroad, as may be agreed upon between such companies; 
 provided nothing herein contained shall impair the lawful lien 
 of any creditor upon the railroad which may be conveyed as afore- 
 said. 
 
 Sec. 2. Proceedings when such companies can not agree upon dlvi- 
 sio7i. In case such companies shall be unable to agree upon an 
 equitable plan for improving and developing, or for the division 
 and sale of the railroad and appurtenances or any part thereof 
 so owned in common, it shall be lawful for either company from time 
 to time to file with the commissioner of railroads and telegi-aphs a 
 statement, under the seal of such company, of the character and 
 
EAILEOAD COMPANIES. 49 
 
 estimated cost of any addition to, or change in the nature of 
 the road-bed, the right of way, main or side track or traclcs, bridges, 
 culverts, buildings, structures, fixtures, or appurtenances, or either 
 or any part thereof, of said railroad, or part of railroad, desired by 
 such company, and of its inability to agree with the other joint 
 owner or owners in respect to the making of such additions or im- 
 provements. Upon the receipt of such statement the commis- 
 sioner of railroads and telegraphs shall, within thirty days of the 
 filing of such statement, appoint a time wlien the owners of such 
 railroad or part of railroad may be heard respecting the reasonable- 
 ness and necessity of such proposed additions or improvements^ and 
 give due notice, in writing, of the time and place of such hearing 
 to each of the owners aforesaid, and it shall be lawful for such com- 
 missioner to make such order in respect to the reasonableness or 
 necessity of the whole or any part of such additions or improve- 
 ments, as well as the manner in which the same shall be made, and 
 the periods within which the same shall be paid for, as to him shall 
 seem proper, and his decision in the matter shall be final. 
 
 Sec. 3. The cost of additions or improvements; how paid. The 
 costs of such additions or improvements shall in all cases, unless 
 otherwise agreed between the joint owners, be paid by them in 
 proportion to their ownership in the joint'property, irrespective of 
 the amount of traffic which each owner may then have passing over 
 such railroad. If either owner shall fail or refuse to pay the share 
 of such cost as may be due from it on the basis herein fixed, or 
 within the period or periods which may be fixed by the commis- 
 sioner of railroads and telegraphs, as aforesaid, suit may be en- 
 tered and judgment taken against the party so in default, and 
 the judgment so entered shall be a valid lien upon the interest 
 ,of the party in default in said railroad or part of railroad owned 
 jointly as aforesaid, and such interest may be sold at public sale as 
 in other cases upon execution, and it shall be lawful for any rail- 
 road company having authority to own or operate a railroad in this 
 state to purchase such interest at such sale, and to enjoy and exer- 
 cise in respect to the interest so purchased, all the rights, privileges, 
 and franchises which were exercised or enjoyed by the company 
 owning the same at the time of said sale. Provided, that the com- 
 pulsory power of enforcing additions or improvements provided for 
 in this and the preceding section shall not extend to local or ter- 
 
50 OHIO COEPOEATIONS. 
 
 miiial depot or shop-grounds or facilities, the joint use of which 
 shall not be needed by all the joint owners. 
 
 Sec. 4. Partition not to be compulsory. Nothing contained in this 
 act shall be held to imply or confer a right or power of compulsory 
 partition ,of the joint property against the will of either of the 
 joint owners ; but the same may be sold upon execution as herein 
 provided. 
 
 Sec. 5. Company selling interest in road may purchase or condemn 
 land along cliartered rouie. In case either company shall, pursuant 
 to the agreement or to the proceedings aforesaid, sell or convey, or 
 suffer to be sold or conveyed, its interest in the railroad or part 
 thereof so owned in common, it shall be lawful for such company to 
 acquire by purchase or condemnation, such land as may be needed 
 to enable it to construct and maintain and operate a railroad along 
 and adjacent to such portions of its chartered route as may have 
 been sold or conveyed aforesaid, and such company shall have and 
 enjoy all rights and franchises in respect to such newly acquired 
 railroad as were held and enjoyed in respect to said railroad sold or 
 conveyed as aforesaid. 
 
 Sec. 6. To what companies this act applies. This act shall apply 
 in case one or more companies, owners in common as aforesaid, 
 shall have leased its interest in the portion of railroad so owned in 
 common, and the lessee of such interest may unite with the lessor 
 in the agreement provided for in section one of this act, or may, with 
 such lessor and owner, be compelled to make or pay for the addition 
 and improvements contemplated in this act. 
 
 Sec. 7. This act shall take effect and be in force from and after 
 its passage. [80 Ohio L. 111.] 
 
 Sec. 3301. Two-thirds of stocMiolders of each company must assent 
 to lease or purchase of railroad. No such aid shall be furnished, nor 
 any purchase or lease perfected, until a meeting of the stockholders 
 of each of the companies has been called for that purpose by the 
 directors thereof, on thirty days' notice to each stockholder, at such 
 place and in such manner as is provided for the annual meetings of 
 the companies, and the holders of at least two-thirds of the stock 
 of each company, in person or by proxy, at such meeting, assent 
 thereto ; and in case of the lease of any railroad situate in whole 
 or in part within this state, the rental reserved and secured for the 
 
EAILEOAD COMPANIES. 51 
 
 leased road shall be equal, at least, to the net earnings of the 
 same for the fiscal year next preceding the one in which the lease 
 is made. [79 Ohio L. 111.] 
 
 Sec. 3302. How a dissenting stockholder may sell his stock. A 
 stockholder who refuses his assent to such sale, lease, or aid by sub- 
 scription, and signifies the same by notice, in writing, to the pur- 
 chaser or lessee, within sixty days thereafter, shall be entitled to 
 demand and receive from such purchaser or lessee, previous to the 
 consummation of such sale or lease, the average market value of 
 his stock for six months next preceding the day of the meeting of 
 the companies at which the sale or lease is approved, on the sur- 
 render of his stock ; and if the stockholder and the purchaser or 
 lessee can not agree as to the value of the stock, the parties may 
 submit the question to arbitration, which shall be conducted in 
 accordance with the provisions of law regulating arbitrations, so far 
 as the same may be applicable, by three disinterested persons, to be 
 appointed upon the motion of either of the parties, by the judge 
 of the court of common pleas of the county in which the owner of 
 the stock resides, or, in case he is a non-resident of the state, or of 
 any county through or into which the road passes, then in the 
 county in which the principal office of the company is kept. [70 
 V. 129, § 24.] 
 
 Sec. 3303. When court may appoint arbitrators. If any such 
 stockholder refuse to submit the question to arbitration, the proper 
 judge shall, upon the application of a director of either of the 
 companies parties to the contract, appoint the arbitrators, who 
 shall proceed to ascertain the value of the stock in the same man- 
 ner as if the question had been submitted by consent of both 
 parties ; and if the party owning the stock refuse to receive the 
 amount awarded in any case, the company may deposit the same 
 with the clerk of the court of common pleas of the county in 
 which the arbitration is held, which deposit shall operate the same 
 as if payment were made to the owner of the stock. [70 v. 129, 
 §24.] 
 
 Sec. 3304. Notice of application tlisrefor — how given. In . all 
 eases of arbitration under the two preceding sections, the party de- 
 siring such arbitration shall give the opposite party ^it least ten 
 days' notice of his intention to apply to the judge for the appoint- 
 ment of arbitrators, which notice shall be served in the same man- 
 
52 OHIO COEPOKATIOSS. 
 
 ner as is provided for the service of a summons, and shall specify 
 the time and place of the hearing of the application ; but in cases 
 of non-residents the notice shall be by publication for four con- 
 secutive weeks, ia some newspaper printed in the county. '[70 v. 
 129, §24] 
 
 Sec. 3305. Lease of railroad — security required; void if rental not 
 ■paid. No company shall lease its road or any part thereof to any 
 other company, whether of this or any other state, as hereinbefore 
 provided, unless the lessor receive full and adequate security for 
 the payment of the rental and for the preservation of the property 
 of the lessor, in as good condition as on entering into possession, 
 and if the lessee fail to pay such rental promptly when due, such 
 lease shall be void at the option of the lessor ; and the company to 
 whom any railroad is leased, if a corporation of any other state, 
 shall be subject to all the restrictions, disabilities, and duties of a 
 railroad company incorporated within this state ; and notwithstand- 
 ing such lease tlie corporation of this state lessor therein, shall 
 remain liable as if it operated the road itself, and both the lessor 
 and lessee shall be jointly liable upon all rights of action accruing 
 to any person for any negligence or default growing out of the op- 
 eration and maintenance of such railroad, or in anywise connected 
 therewith, and may be jointly sued in any of the courts of this 
 state of proper jurisdiction, and prosecuted to final judgment 
 therein as in other cases of joint liability ; and provided, that 
 service may be had upon said companies, or either of them, by the 
 service of process upon any officer or agent of either of said com- 
 panies. [80 Ohio L. 116.] 
 
 Sec. 3306. Hoiv an extermon of a line authorized. When a com- 
 pany desires to extend the line of its road beyond either of its 
 previously designated termini, the president and. directors of the 
 company may submit the question of such extension and change of 
 termini to a meeting of its stockholders, to be called for that pur- 
 pose by notice published for fjnr consecutive weeks in some news- 
 paper in general circulation in each county through or into which 
 it passes; and if the holders of the majority of the stock, in person 
 or by proxy, so determine, the presideut and directors, or a 
 majority of them, shall make a certificate of the fact, naming the 
 places of the new terminus or termini of the road, and the county 
 or counties through or into which the extended line will pass, and 
 
EAILEOAD COMPANIES. 53 
 
 file it in the office of the secretary of state, and such certificate 
 and extension shall be considered and held to be a part of the 
 original line of the road. [72 v. 70, § 2.] 
 
 Sec. 3307. For wlmt purposes capital dock may he increased. A 
 company may increase its capital stock, as hereinafter provided, 
 whenever in the opinion of the directors the same is insufficient for 
 the construction of its road, or it becomes necessary for the speedy 
 and convenient transaction of its business to construct a second 
 additional track, extend its line, or construct branches thereof, in- 
 crease its machinerj^, rolling-stock, depots, or otlier fixtures, or for 
 the purpose of paying any bonds issued or guaranteed by it, or for 
 the purchase of any railroad Tvithin this state ■which has been 
 or may hereafter be sold by a judicial order or decree, or for 
 completing its line of road, or liquidating or paying ofi" any 
 unfunded or floating debt, or other liabilities incurred in the con- 
 struction or equipment of its road, or for the purpose of extending 
 the same or constructing branches as authorized, or for either or all 
 the purposes aforesaid. [70 v. 289, § 1 ; 72 v. 91, § 1.] 
 
 Sec. 3308. Proceedings to increase stock. Before any stock shall 
 be issued under the last section a majority of the directors shall call 
 a meeting of the stockholders, designating distinctly the time, 
 place, and purpose of the meeting, and the amount of stock re- 
 quired, which meeting shall be held at the principal business office 
 of the company in this state, and notice of which shall be given for 
 at least thirty days previous, by continued publication in at least 
 two newspapers published and of general circulation in the state, 
 and by a like notice, mailed thirty days previous to the time named 
 for the meeting, to each stockholder whose residence is known ; and 
 if at such meeting the consent of the holders of a majority of the 
 stock upon which they would be entitled to vofe at an election of 
 directors of the company be given, the stock of the company may 
 be increased to such amount as may be decided necessary or requis- 
 ite for the purposes named in the preceding section. [73 v. 25, 
 
 §2.] 
 
 Sec. 3309. "Common" or "preferred" stock may be issited; sale 
 thereof. The increased stock maybe "common" or "preferred," 
 as shall be designated in the call for the meeting of the stockhold- 
 ers ; if preferred stock be issued, the company may guarantee to 
 the holders thereof semi-annual or quarterly dividends, to an 
 
bi OHIO COEPOEATIONS. 
 
 amount not exceeding six per centum per annum, payable at its 
 office, or at such other place as the directors may designate ^the 
 stock may be sold at such time and place, either withiu or -witliout 
 the state, as may be deemed advisable, and the proceeds thereof 
 applied to the purposes for which it is issued ; the unpreferred 
 stock of the company shall be entitled to dividendo only out of the 
 surplus of the profits, after setting apart a sum suflicient to pay the 
 dividends upon the preferred stock, and the company which issues 
 such preferred stock shall reserve the privilege of redeeming and 
 canceling the same at par, at any time after three years from the 
 date of its issue ; and the preferred stock herein provided for may 
 be convertible into bonds of the company, at the option of the par- 
 ties. [70 V. 289, § 3.] 
 
 Sec. 3309a. Railroad companies may borrow money and issue se- 
 curities in lieu of preferred stock — How proceeds shall he applied. Anj 
 railroad company now or hereafter organized under the laws of this 
 state, and any such company which now is or shall hereafter be 
 consolidated with other companies, as provided in sections thirty- 
 three hundred and seventy-nine, thirty-three hundred and eighty, thirty- 
 three hundred and eighty-one, and thirty-three hundred and eighty-two 
 of the revised statutes, may, at a meeting of its stockholders, 
 called as provided in section thirty-three hundred and eight, in lieu of 
 issuing preferred stock as provided in section thirty-three hundred 
 and nine, provide for borrowing money to locate, construct, and 
 equip its proposed line of railway, or for the purpose of leasing or 
 purchasing and equipping branch or connecting roads constructed 
 or in process of construction, not exceeding ten miles in length, or 
 for redeeming or exchanging any part or all of its previously issued 
 bonds, or for funding its floating debt, or for any or all of said pur- 
 poses, in such an amount as it may deem necessary, not exceeding 
 its authorized capital stock, and at such rates of interest as may be 
 agreed upon between the respective parties, not exceeding seven 
 per cent per annum, payable semi-annually or quarterly, as they 
 may direct, and may execute and issue securities therefor, and to se- 
 cure the payment thereof may pledge the entire property and net in- 
 come of such company by mortgage or otherwise. Said securities 
 may be expressed in dollars or in the currency of the country where 
 disposed of, and may be disposed of upon such terms and at such 
 prices as may be agreed upon between the respective parties, not in- 
 
EAILBOAD COMPANIES. 55 
 
 consistent with the laws of this state. The proceeds of sale of such 
 securities shall be applied only as now required by law ; provided, 
 that nothing in this section or in the sections of the revised statutes 
 relating to railroad companies prior to section thirty-four hundred and 
 thirty-seven, other than in sections thirty-two hundred and eighty-seven, 
 thirty-two hundred and eighty-eight, and thirty-two hundred and eighty- 
 nine shall be construed as affecting street railroads. [81 Ohio L. 57.] 
 Sec. 3310. Facta to he certified to Hie secretary of state. Within 
 ten days after such meeting the president and secretary of the com- 
 pany shall make an abstract, stating the whole amount of pre-exist- 
 ing capital stock, the amount authorized, the number of shares of 
 stock upon which all the installments called for by the board of di- 
 rectors has been paid, and the vote at the meeting, and add a cer- 
 tificate that the provisions of the two preceding sections have been 
 fully complied with ; and they shall make affidavit to such abstract 
 and statement, and file the same in the office of the secretary of 
 state, who shall cause the same to be recorded. [73 v. 25, § 4.] 
 
 Regidations. 
 
 Sec. 3311. Railroad companies must establish a principal office. 
 Each company shall, as soon as convenient after its organization, 
 establish a principal or [general] office on some point on the line of 
 its road (or on the line of any road within this state with which it 
 connects or has running arrangements), and may change the same at 
 pleasure, and shall give public notice of such establishment or change, 
 in some newspaper published on its line, within this state ; and 
 the office of the president, secretary, and treasurer of the company 
 shall be kept at such principal or general office, or at some other 
 point on the line of the road of the company within the state, and a 
 record kept there of all the proceedings of the company, to be open 
 at reasonable hours to the inspection of any stockholder of the com- 
 pany. [77 Ohio L. 153.] S. & C. 279. 
 
 Sec. 3312. Consolidated with section thirty-three hundred and 
 eleven. [77 Ohio L. 153.] 
 
 Sec. 3313. Securities sold to directors under par, void. All capital 
 stock, bonds, notes, or other securities of a company, purchased of 
 the company by a director thereof, either directly or indirectly, for 
 less than the par value thereof, shall be null and void. [69 v. 178, 
 §2.] 
 
5G OHIO COEPORATIONS. 
 
 Sec. 3314. When directors are personally liable to stocklwlders. 
 The directors shall be liable in their individual capacity to the stock- 
 holders for any damage sustained by the stockholders by reason of 
 the negligence, mismanagement, or unfaithfulness in the discharge 
 of their duties ; but a director may exonerate himself by entering 
 his protest upon the record against any act done without his con- 
 currence, from which injury is feared, and forthwith publishing the 
 same for three weeks in some newspaper printed and of general cir- 
 culation in the county in which is the principal office of the com- 
 pany. [52 V. 91, § S'.] S. & C; 370. 
 
 Sec. 3315. Certain persons ineligible to office or appointment. No 
 person who is a stockholder, owner, or part owner, of any ex- 
 press, dispatch, fast freight, or transportation company, whether in- 
 corporated or not, which has for its object, or one of its objects, the 
 shipment of freight or the transportation of persons over any rail- 
 road in the United States, or who is in any way pecuniarily inter- 
 ested in any company or partnership formed for any such or like 
 purpose, shall perform the duties of, or be elected or appointed to, 
 any office of profit or trust in any railroad company, or employed 
 as freight or ticket agent thereof; and all such persons shall be 
 ineligible to any such office or appointment. [63 v. 156, § 1.] 
 S. & S. 116. 
 
 Sec. 8316. Acts of such persons void, and penalties. If any person 
 be elected to an office or appointed to a position, or perform duties, 
 in violation of the preceding section, all his official acts shall be 
 null and void ; and for every day that he exercises, or attempts to 
 exercise, the functions of such office or appointment, he shall forfeit 
 and pay the sum of fifty dollars, to be recovered at the suit of any 
 stockholder of the company, in the name of the company, one- 
 half of which shall go into the treasury of the company, and 
 the other to the stockholder prosecuting. [63 v. 156, § 2.] S. & 
 S. 116. 
 
 Sec. 3317. How avihority obtained to bridge canals or navigable 
 waters. When the line of the road of a company crosses a canal, 
 or any navigable water, the company shall file with the board of 
 public works, or with the acting commissioner thereof having 
 charge of the public works where such crossing is proposed, the 
 plan of the bridge, and other fixtures for crossing such canal or 
 navigable water, which shall designate tlie place of crossing ; if the 
 
EAILEOAD COMPANIES. 57 
 
 board or acting commissioner approve such plan, he shall notify the 
 company, in -writing, of such approval ; but if the board or acting 
 commissioner disapprove such plan, or fail to approve the same within 
 twenty days from the filing thereof, the company may apply to 
 the court of common pleas, or a judge thereof in vacation, and 
 upon reasonable notice being given to the members of the board of 
 public works, or said acting commissioner, the court or judge shall, 
 upon good cause shown, appoint a competent, disinterested engineer, 
 not a resident of any county through which the road passes, to ex- 
 amine such crossing, and prescribe the plan and condition thereof, 
 so as not to impede navigation ; such engineer shall, within twenty 
 days from his appointment, make his return to the court of common 
 pleas of the county wherein such crossing is to be made, subject to 
 exception by either party ; thereupon the court shall, at the next 
 term after the filing of the return, proceed to examine the return, 
 and approve and confirm the same, unless good cause be shown 
 against such approval; and such order of confirmation shall be suf- 
 ficient authority for the erection, use, and occupancy of such bridge, 
 in accordance with such plan ; but no company shall construct ovei- 
 any canai any permanent bridge less than ten feet in the clear above 
 the top water-line of the canal ; and the piers and abutments of 
 such bridge shall be placed so as not in any manner to contract the 
 width of the canal, or interfere with free passage on the tow-path ; 
 but this section sliall not be construed to prevent the construction 
 or continuance of draw-bridges wiiich do not interrupt navigation. 
 [50 V. 274, § 20 ; 50 v. 205, §§ 4, 5.] S. & C. 279, 319. 
 
 Sec. 3318. Certain bridges established. All railroad bridges 
 erected prior to May 1, 1852, over any navigable canal, feeder, 
 slack -water improvement, river, stream, lake, or reservoir, not less 
 than ten feet in the clear above the top water-line, shall remain 
 undisturbed by the board of public works. [50 v. 205, § 4.] S. 
 &C. 319. 
 
 Sec. 3319. Attorney-general to enforce section, etc. If a company 
 yrefuse to comply with any of the provisions of section thirty-three 
 hundred and seventeen, the attorney -general, on being notified thereof, 
 shall immediately institute proper legal proceedings, in the name of 
 the state, against such company, for the purpose of enforcing the 
 provisions thereof. [50 v. 205, § 5.] S. & C. 319. 
 
58 OHIO COltl'OK.VTIONS. 
 
 Sec. 3320. Passenger trains must stop at eertain Nations. Each 
 company shall cause all its trains of cars for passengers to stop, 
 upon each arrival at a station advertised by it as a station for receiv- 
 ing passengers upon such trains, and ateach arrival at a town or village 
 containing over three thousand inhabitants, for a time sufficient to 
 receive and let off passengers; if a company, or any agent or em- 
 ploye thereof, violate or cause or permit to be violated this provis- 
 ion, such company, agent, or employe shall be liable to a forfeiture 
 of not more than one hundred nor less than twenty-five dollars, to 
 be recovered iu an action in the name of the state, upon the com- 
 plaint of any person, before a justice of the peace of the county in 
 which the violation occurs, for benefit of general fund of county ; 
 and in all cases in which a forfeiture occurs under the provisions of 
 this section, the company whose agent or employe caused or per- 
 mitted such violation shall be liable for the amount of the forfeiture, 
 and the conductor in charge of such train shall be held prima facie 
 to have caused the violation. [64 v. 142, § 26.] S.-& S. 114. 
 
 Sec. 3321. Land covered by right of way not to be taxed to owners. 
 Each company owning and occupying any right of way or easement 
 in lands, either by agreement with the owners, or by virtue of any 
 appropriation proceeding, shall present to the auditor of the county 
 in which such land is situate a statement of the quantity of land 
 embraced within such right of way or easement, and such quantity 
 shall be deducted by the auditor from the land on the tax duplicate, 
 so that the owners thereof shall not be required to pay taxes there- 
 on ; a company hereafter becoming the owner and occupant of any 
 such right of way or easement shall, within six months thereafter, 
 present such statement to the auditor ; and upon the failure of the 
 company to make such statement, the owner of the land may make 
 the same. [72 v. 71, § 8.] 
 
 Sec. 3322. When release of right of loay papers to be recorded. 
 When the grant of such right of way or easement is not in the form 
 of a lawfully executed deed or lease, the recorder of the county 
 where the land is situate shall, upon the request of the company 
 owning such right of way or easement, record such grant in the 
 record book of leases, and index the same ; and such record, or a 
 
 g 3320. Railroad company can not make regulations contrary to the 
 statute. Penna. Co. v. "Wontz, 37 Ohio St. 333. 
 
RAILROAD COMPANIES. 50 
 
 copy thereof duly certified by the recorder, shall be received in evi- 
 dence in all courts and places, in the same manner and to the same 
 eifect as the original ; but the correctness of such record or copy 
 may be impeached by any interested party, by competent proof; 
 and tlie recorder shall be entitled to the usual fee for recording such 
 grants, and certifying copies thereof [72 v. 71, § 8.] 
 
 Sec. 3323. 31ust erect sign-boards at road crossings. Each com- 
 pany shall erect, at all points where its road crosses a public road, 
 at a suf&cient elevation from such public road to admit of the free 
 passage of vehicles of every kind, a sign, with large and distinct 
 letters placed thereon, to give notice of the proximity of the rail- 
 road, and warn persons to be on the look-out for the locomotive ; 
 and a company which neglects or refuses to comply with this pro- 
 vision shall be liable in damages for all injuries which occur to per- 
 sons or property from such neglect or refusal. [50 v. 274, § 18.] 
 S. & C. 279. 
 
 Sec. 3324. Railroad companies must construct and maintain fences, 
 crossings and cattle-guards. A company or person having control or 
 managementof a railroad shall construct, or cause to be constructed and 
 
 § 3324. A railroad company, like any other land proprietor, has a right 
 to the free, exclusive, and unmolested use of its railroad track, not exempt, 
 however, from the duty of so using its own property as to do no unnecessary 
 injury to another, and bound, when using its property in a mode which may 
 result in injury to another, to the exercise of due care, llailroad Co. v. Law- 
 rence, 13 Ohio St. 66. 
 
 The use by a railroad company on its land, of engines and cars, running 
 at a high rate of speed, though dangerous, is a reasonable use of land, because 
 it is for a proper object, and a highly beneficial purpose, and danger may be 
 avoided by proper care; and a railroad company, in determining the- rate of 
 speed at which its trains shall run — such rate being otherwise reasonable 
 and proper, in view of the object to be accomplished — is not bound to con- 
 sider the increased risk to cattle running at large in the vicinity of its track, 
 and lessen the speed on that account. Kailroad Co. v. Lawrence, supra. 
 
 The first and paramount duty of the agents of a railroad company in 
 charge of a train is to watch over the safety of ithe persons and property in 
 their charge on the train ; subject to which, it is their duty to use reasonable 
 care to avoid unnecessary injury to animals straying upon the road. Ker- 
 whacker v. Railroad Co., 3 Ohio St. 172; Kailroad Co. v. Elliott, 4 Ohio St. 
 474; Railroad Co. v. Lawrence, 13 Ohio St. 66. 
 
 The servants of a railroad company, operating its train, are bound to use 
 ordinary care to avoid injury to domestic animals trespassing on the rail- 
 
60 OHIO CORrORATIONS. 
 
 maintained in good repair on each side of such road, along the line 
 of the lauds of the company owning or operating the same, a fence 
 
 road; and where such trespassing animals were killed by a train, if the ser- 
 vants of the company having the train in charge, by the exercise of ordinary 
 care, and having due regard to their duties for the safety of the persons and 
 property in their charge, could have seen such animals on the track in time 
 to have saved them, it was their duty to have done so; and for their negli- 
 gence in this respect, when the owner is not guilty of contributing negli- 
 gence, the company will be liable. Kailroad Co. v. Smith, 22 Ohio St. 227. 
 
 In an action against a railroad company to recover damages for the lulling 
 of plaintiff's horses, by means of the negligence of the servants of the com- 
 pany in the running and management of a locomotive and train, the engineer 
 in charge of the locomotive at the time of such killing, who saw the horses 
 when they came upon the track, who is shown to be acquainted with the 
 business of running railroad locomotives and trains, and had been engaged 
 in such business for five years, is competent to testify, as an expert, upon 
 questions in respect to the management of locomotives, and trains, and to 
 give an opinion whether, in view of the distance between the engine and 
 the horses, when the latter came upon the track, it was possible to avoid the 
 injury complained of. Railroad Co. v. Bailey, 11 Ohio St. 333. 
 
 On the trial of such action, where the issue is upon the negligence 
 charged, it is error for the court to refuse to charge the jury that, though 
 the servants of the defendant may have been guilty of negligence, yet the 
 plaintiff must still fail, if the jurors believe, from the evidence, that due 
 care, if it had been used, would not have prevented the injury. lb. 
 
 It being the duty of a railroad company, under the act of March 25, 1859 
 (56 V. 62), to keep its road properly fenced, it does not discharge that duty 
 by contracting with another party to perform it, when the performance is 
 insufficient; and the owner of stock which has escaped, through that part 
 of a partition fence which it was his duty to maintain, but without negli- 
 gence on his part, onto the lands of an adjacent proprietor who had agreed 
 with the railroad company to fence its road through his lands, which he had 
 insufficiently done, and thence, because of such insufficient fences, onto the 
 railroad track, where the stock was killed by a train : Held, that the com- 
 pany was liable, unless its agents managing the train used more than ordi- 
 nary care to prevent the injury (Gill v. Railway Co., 27 Ohio St. 240); but 
 when the owner of land, through which a railroad passes, agrees, for a valu- 
 able consideration, with the railroad company, to build and keep up good 
 and sufficient fences on both sides of the road through his lands, and fails to 
 do so, and, on account of the insufficiency of such fences, his animals stray 
 upon the track, and are injured, he is not entitled to recover for such injury, 
 although the insufficiency of the fences was caused by casualty, and without 
 negligence on his part, unless the injury is shown to have been intentional, 
 or the result of gross carelessness on the part of the agents and servants of 
 
RAILROAD COMPANIES. 61 
 
 sufficient to turn stock ; and before operating such road shall cause 
 to be maintained at every point where any public road, street, lane, 
 
 the company. Railway Co. i;. Smith, 26 Ohio St. 124; Kailroad Co. u. Water- 
 son, 4 Ohio St. 424. 
 
 A land-Qwner conveyed to a railroad company a right of way over his 
 lands, and covenanted for himself, his heirs, and assigns, to erect and main- 
 tain a fence on each side of the right of way, and reserved the right to pass 
 and repass over the same in such way and at such times as would not inter- 
 fere with the running of railroad trains, and afterward conveyed the land in 
 fee; and in an action by a tenant of the grantee against the company for 
 killing his horse, which strayed onto the railroad track from the land, be- 
 cause no fence had ever been erected, it was held that the covenant ran with 
 the land, and affected alike the grantee and his tenant, and that the tenant 
 could derive no advantage from its breach, and that he could not claim from 
 the railroad company a higher degree of care to avoid injury to his horise, 
 being on the track through the land, than if the covenant had been kept. 
 Easter v. Kailroad Co., 14 Ohio St. 48. 
 
 The liability imposed by the act of May 25, 1859, supra, upon railroad 
 companiea, for damages which result to domestic animals fi-om the want or 
 insufficiency offences, road-crossings, or cattle-guards, or from any careless- 
 ness of the company or its agents, is not in the nature of a penalty ; and the 
 same liability for neglecting to discharge the duty to buil 1 fences, etc., im- 
 posed by that act, would have arisen by construction, and upon common law 
 principles, if the statute had been silent on the subject; and the owner of a 
 cow, who permitted her to run at large in violation of the act of April 13, 
 1865 (62 V. 185), which strayed upon the iininclosed track of a railroad com- 
 pany, and was killed by a train, without the fault of the company or its 
 agents in running the train, is not in a situation to demand compensation, 
 and can not recover from the company damages for the loss of the cow, Kail- 
 way Co. V. Methven, 21 Ohio St. 586; but the rule is otherwise where cattle 
 were at large without the omission of reasonable care on the part of the 
 owner, and without his fault. Railroad Co. o. Stephenson, 24 Ohio St. 48. 
 
 Inolosures of railroads, as required by the act of March 25, 1859, supra, 
 must be separate and distinct from the inclosures of adjoining proprietors; 
 and the obligation to construct and maintain fences upon both sides of rail- 
 roads imposed by that act is riot limited to owners and occupiers of adjoining 
 lands, but extends to the public generally, Railroad Co. v. Stephenson, 24 
 Ohio St. 48 ; and that act, and the amendments thereto, require the construc- 
 tion and maintenance of such fences within the limits of cities and villages 
 where they do not obstruct streets, highways, and other public grounds. 
 Railroad Co. v. McConnell, 26 Ohio St. 57. ' , 
 
 Under the act of March 25, 1859, supra, when the owner of lands adjacent 
 to a railroad constructs and maintains a good and sufficient fence inclosing 
 his own lands, in such manner that it may be made to answer the purpose of 
 
C2 OHIO CORPORATIONS. 
 
 or highway, used by the public, crosses such railroad, safe and suf- 
 ficient crossings, and on each side of such crossings, cattle-guards 
 sufficient to prevent domestic animals from going upon such rail- 
 road, and such company or person shall be liable for all damages 
 sustained in person or property in any manner by reason of the 
 want or insufficiency of any such fence, crossing, or cattle-guard, 
 or any neglect or carelessness in the construction thereof, or in keep- 
 ing the same in repair. Provided that, when any road now in 
 progress of construction or any proposed road passes through any 
 inclosed land, that the company or person having control of any 
 such road shall, during the construction of the same, provide suit- 
 able crossings for the owner or occupant of each farm and make and 
 keep in repair fences along the line of such road through such in- 
 closed fields as are ne'cessary to keep stock within the limits of such 
 inclosed fields and protect any crops growing thereon ; and further 
 provided, that where the company or person agrees, with the owner 
 of the lands through which any railroad passes, that said owner 
 shall build and keep in repair any portion of the fencing, and should 
 said fencing be destroyed or damaged by fire from passing trains, 
 said company or person owning or operating such road shall rebuild 
 
 inclosing the railroad also, the fact that compensation was not paid for the 
 right of way through such lands will not prevent the company from joining 
 its fences to the fence constructed by such land-owner, so as to inclose its 
 road ; and when the railroad is already inclosed by such joining of fencing, 
 no additional fence need be constructed between the railroad and such in- 
 <:losed lands. Haxton v. Railway Co., 26 Ohio St. 214. 
 
 The operators of a railroad train have an unqualified right to carry a 
 head-light upon the train at night, when necessary for the safety of the lives 
 and property embarked upon the train; and it i.s error to instruct a jury 
 that such right depends upon its exercise not endangering cattle that stray 
 upon the track. Railroad Co. v. Schruj-hart, 10 Ohio St. 116. 
 
 No liability for injurj' to trespassing animals arose from failure to con- 
 struct fence within six months from passage of act. Railroad Co. r. McEl- 
 roy, 35 Ohio St. 147. 
 
 Railroad company can not claim compensation for luaking cattle-guards 
 at crossings established after passage of act. Railway Co. i>. Sharpe, 38 
 Ohio St. 150. 
 
 Railroad company must maintain fences.- Railway Co. r. Smith, 38 Ohio 
 St. 410. 
 
 For liability under agreement to maintain fence, see Railway Co. v. Heis- 
 kell, 38 Otio'St. 666. 
 
 Action against railroad company to recover damages for injury to animal 
 due solely to neglect to fence the road, is barred in six years. Seymour v. 
 By. Co., 15 W. L. B. 103. 
 
 For liability of railroad company for defective fences, see B. & O. R. Co. 
 V. Schultz, 43 Ohio St. 270. 
 
EAILEOAD COMPANIES. 63 
 
 or repair said fence, provided the property holder should demand it. 
 [78 Ohio L. 199.] 
 
 Sec. 3325. Wlien land-owners may eonstruct fence at company's ex- 
 pense. If such company or person neglect or refuse to construct 
 such fence, as provided in the preceding section, the owner of any 
 land abutting on the line of the land of the railroad may construct 
 the fence therein provided for, so far as his land abuts on the rail- 
 road lands ; and when lie has completed the same, lie may present 
 for payment, to the agent of the company for receiving and ship- 
 ping freight at the station nearest to the tract of land so fenced, an 
 itemized account of the expense thereof, including materials and 
 labor ; and if such company or person neglect or refuse, for thirty 
 days, to pay such account, such land-owner may recover the reason- 
 able cost of such fence from the owner of the road, in any court 
 having jurisdiction of the same. [71 v. 85, § 1.] 
 
 Sec. 3326. Company to keep fence in repair. Y\''hen the fence is 
 completed the company shall keep it in good .repair ; and if any 
 such company or person permit any part of the fence on the line of 
 its road to get out of repair so that it wUl not turn stock, the owner 
 of the land abutting on the railroad lands where the fence is out of 
 repair, may notify the agent of the company for receiving and ship- 
 ping freight at the station on the road nearest to the place where 
 the fence is out of repair, that a portion of the fence on the line of 
 the road is out of repair, stating where, how, and the probable cost 
 of repairing the same ; and if such company or person fail, for 
 twenty-four hours thereafter, to repair the fence so that it will turn 
 stock, the owner of the land may furnish materials and repair the 
 same, and present to such agent, for payment, an itemized account 
 of the expense thereof, including materials and labor, and if the 
 same be not paid within thirty days thereafter, such land-owner may 
 recover from the owner of the road the reasonable expense of such 
 repairs, before any court having jurisdiction thereof. [71 v. 
 85, § 1.] 
 
 § 3325. Under the act of April 18, 1874 (71 v. 85), an action will not lie 
 in favor of a land-owner against a railroad company to recover the cost of 
 building a fence along the line of its railroad, when the former owner of the 
 land, for a consideration, released the right of way for the railroad over the 
 lands and a<:reed to build and keep up fences on both sides of the line of 
 the road. Warner v. Eailroad Co., 31 Ohio St. 265. 
 
64 OHIO CORPORATIONS. 
 
 Sec. 3327. Wlien private crossings must be built. A person own- 
 ing fifteen or more acres of land in one body through which any 
 such railroad passes, and which is so situate that he can not use a 
 crossing in a public street, road, laue, or highway, in passing from 
 , his land on one side of the railroad to that on the other side without 
 great inconvenience, the company or person operating the road 
 shall, at the request of the land-owner, within four months after 
 ' such request, at the expense of such company or person, construct 
 a good and sufficient private crossing across the railroad and the 
 lands occupied by the company, between the two pieces of land of 
 the land-owner, to enable him to pass with a loaded team, and over 
 which he shall have the privilege of passing at all times when such 
 company or person is not using the railroad at the crossing, or so 
 near thereto as to render crossing thereat dangerous. [71 v. 
 85, §1.] 
 
 Sec. 3328. When land-owner may build it at company's expense. 
 If such company or person neglect, for four months after request 
 by any such land-owner for that purpose, to construct a good and 
 sufiicient private crossing as provided in the preceding section, such 
 land-owner may, after having given reasonable notice to the agent 
 of the company for receiving and shipping freight at the station on 
 the railroad nearest to the land where it is proposed to construct 
 such private crossing, of the time when such land-owner will pro- 
 ceed to construct such crossing, enter upon the lands of the com- 
 pany, at any point he may desire between the two pieces of his 
 land, and construct a good and sufiicient private crossing; and such 
 company or person shall be liable to him for all the reasonable ex- 
 pense thereof, not exceeding the sum of fifty dollars, and he may 
 recover the same in an action against such company or person, be- 
 fore any court having jurisdiction thereof. [71 v. 85, § 1.] 
 
 Sec. 3329. W hen five preceding sections do not apply. The pro- 
 visions of the five preceding sections, relating to fences and private 
 crossings, shall not apply to any case in which compensation for 
 building a fence or a private crossing has been or may hereafter be 
 taken into consideration, and estimated as a part of the considera- 
 tion to be paid for the right of way, so far as the fence, or right to 
 private crossing, has been or may be settled or paid for ; nor shall 
 said sections be held to affect, in any manner, any contract or agree- 
 ment between any railroad company, or person having the control 
 
EAILEOAD COMPANIES. 65 
 
 and management of a railroad, and the proprietors or occupants of 
 lands adjoining, for the construction and maintenance of fences, 
 cattle-guards, and railroad crossings. [71 v. 85, § 1 ; 56 v. 62, 
 § 4.] S. & C. 332. 
 
 Sec. 3330. When company may build fence at land-owner's expense. 
 If an owner of lands, abutting on the line of the lands of a com- 
 pany, -who is legally bound in any manner to build or repair the 
 fence dividing his lands from the lands of the company, neglect or 
 refuse to build or repair such fence within the time in which he is 
 bound to build or repair the same, the company may build or repair 
 such fence, and present an itemized account of the cost of labor 
 and materials expended in such construction or repair, to the per- 
 son bound to build or repair the fence, for payment; and, if the 
 same be not settled or paid within thirty days thereafter, the com- 
 pany may recover from such person the reasonable cost of such 
 labor and materials, before any court having jurisdiction thereof. 
 [71 Y. 85, § 1-] 
 
 Sec. 8331. PenaMies for not conMruding and repairing fences, etc. 
 A company or person having the control and management of a 
 railroad, neglecting or refusing to construct fences, cattle-guards, 
 or public crossings, or to keep the same in repair, as prescribed in 
 section thirty-three hundred and twenty-four, after thirty days' previous 
 notice or request to do the same, made in writing by any person, 
 shall forfeit and pay, for each and every day such company or per- 
 son so refuses or neglects, any sum not exceeding fifty dollars per 
 day, to be recovered in a civil action, in the name of the state, for 
 the use of the county in which suit is brought. [56 v. 62, § 5.] 
 S. & C. 833. 
 
 Sec. 8332. Right of land- owner to use culvert, etc., for cattle- way. 
 Any owner of land through which a railroad is constructed, and 
 upon which there is a culvert, water-way, or opening through the 
 embankment of the railroad, of sufficient height for such purpose, 
 may use such culvert, water-way, or opening, for the purpose of a 
 stock or cattle-way, under the track of the road, so as to permit 
 stock to pass and re-pass ; but the land-owner shall build and main- 
 tain all necessary fences on both sides of said opening, and shall not, 
 by use, or otherwise, permit the foundations of any structures about 
 such opening to be injured or interfered with. 
 
 Sec. 3333. Railroad crossings, how to be made — Grossing of trains. 
 
66 
 
 OHIO COKPOEATIONS. 
 
 how to be regulated — When trains may cross without stepping. When 
 the tracks of two railroads cross each other, or in any way connect 
 at a common grade, the crossings shall be made and kept in repair, 
 and watchmen maintained thereat, at the joint expense of the 
 companies owning the tracks ; all trains or engines passing over 
 such tracks shall come to a full stop not nearer than two hundred 
 feet, nor further than eight hundred feet from the crossing, and 
 shall not cross until signaled so to do by the watchman, nor until 
 the way is clear, and when two passenger or freight trains ap- 
 proach the crossing at the same time, the train on the road first 
 built shall have precedence if the tracks are both main tracks over 
 which all passengers and freights on the road are transported ; but 
 if only one track is such main track, and the other is a side or 
 depot track, the train on the rhain track shall take precedence ; and 
 if one of the trains is a passenger train and the other a freight 
 train, the former shall take precedence, and regular trains on time 
 shall take precedence over trains of the same grade not on time, 
 and engines with cars attached, not on time, shall take precedence 
 of engines without cars attached, not on time : provided, how- 
 ever, and in case such two railroads crossing each other, or in any way 
 connecting at a common grade, shall by any works or fixtures to be 
 erected by them render it safe to pass over said crossings without 
 stopping, and such works and fixtures shall first be approved by 
 the commissioner of railroads and telegraphs, and the plan of said 
 works and fixtures for such crossing, designating the plan of cross- 
 ing shall have been filed with such commissioner of railroads and 
 telegraphs, then, and in that case, the provisions of said section 
 thirty-three hundred and thirty-three, and the provisions of sections 
 thirty three hundred and thirty four, thirty-three hundred and thirty-five 
 shall not apply ; but if such commissioner of railroads and tele- 
 graphs shall disapprove such plan, or fail to approve the same 
 within twenty days from the filing thereof, such companies may 
 apply in the county where said crossing is situated, to the court of 
 common pleas, or to a judge thereof in vacation, in the manner 
 
 J 3333. The state has reserved to itself the right to enact police laws 
 necessary to secure the lives and property of its citizens, and among the 
 powers thus reserved, and which must inhere in the state, is that of pre- 
 scribing reasonable regulations for the government of railroad corporations 
 in regard to the manner in which they shall exercise their corporate frau- 
 
KAILEOAD COMPANIES. , 67 
 
 provided in section thirty-three hwidred and seventeen, and the same 
 proceedings shall be had, and with the same effect as provided in 
 said last named section. [79 Ohio L. 95.] S. & C. 372a. 
 
 Sec. 3334. Rules to be made and published. The managing 
 agent or superintendent of every railroad shall establish, and pub- 
 lish to all the employes on the road, such rules and regulations as 
 shall in all cases, secure strict compliance with the provisions of the 
 
 chises in running their trains, so as to avoid danger to the lives and prop- 
 erty of its citizens; and the act of March 24, 1860, (57 v. 106), is a valid 
 exercise of this power to prevent collisions at railroad crossings. Railway 
 Co. V. Railway Co., 30 Ohio St. 604. 
 
 A railroad corporation accepts its charter, and maintains and operates 
 corporate property as a railroad, subject to this inherent power in the state 
 to adopt such regulations whenever the public exigencies and the safety of 
 the community may, in the judgment of the law-making power, require 
 them, and subject also to the power of the state to authorize the construc- 
 tion of other railroads across its track whenever the public welfare may re- 
 quire; and neither the priority of one charter over the other, nor the prior 
 location or construction of a railroad thereunder, affects this right; and the 
 right of one railroad corporation to cross the track of another, in construct- 
 ing and operating its road, is derived by grant of its franchise so to do from 
 the state, and not by purchase or appropriation from the road first located 
 and constructed; and the latter has no vested exclusive right to such cross- 
 ing for its use, as against the right of the public to a crossing lb. 
 
 The right of a railroad corporation to hold land is not an unqualified 
 right, but is limited to the uses and purposes of the corporation, and the 
 land is to be held for the purpose3 of the grant for public uses; and the 
 title which it has in its right of way is a qualified title, subject to the equal 
 right lOf another railroad corporation to cross the same with its track, 
 provided compensation be made, as required in the case of individual.", for 
 the property, or the interest therein, appropriated, lb. 
 
 The act of March 24, 1860, supra, imposes on both companies the expense 
 of making and keeping up such crossing as therein required, without re- 
 gard to the date of their respective charters, or the location or construction 
 of their respective roads. lb. • 
 
 In a proceeding under the statute by one corporation to appropriate a 
 strip of land across the track of another, to be used in common by each as a 
 railroad crossing at a common grade, the owner of such track is entitled to 
 compensation for the property or interest therein actually appropriated, and 
 for such consequential damages, not provided for by the act of March 24, 
 1860, supra, as are the direct and proximate consequence of such appropri- 
 ation, but has no right to recover, as consequential damages, the additional 
 expense necessary in operating its road, ca;used by complying with the 
 requirements of the act. lb. 
 
be OHIO COKPOEATIONS. 
 
 foregoing section, and shall republish such rules and regulations on each 
 time table or card issued to the employes on the road ; if such managing 
 agent or superintendent fail or neglect to establish and publish such 
 rules and regulations, or to republish the same on each time table or 
 card issued to the employes on the road, he shall be personally liable 
 for every such neglect or refusal to a penalty of one hundred dollars, to 
 be recovered, together with costs, in an action against him in favor of the 
 state, to be brought in thecourt of common pleas of any county vpherein 
 any such crossing is; and such agent or superintendent, and the com- 
 pany of which he is agent or superintendent, shall also be liable in dam- 
 ages to any person or company injured in person or property by an acci- 
 dent arising from such failure or neglect. [57 V. 106, g 2.] S. &C. 372a. 
 Sec. 3335. Penalties for violations of section thirty-three hundred and thirty- 
 three. Every engineer or person in charge of an engine who willfully 
 fails to comply with the provisions of section thirty-three hundred and thirty- 
 three, or fails to bring the engine of which he is in charge, with the 
 train, if any, thereto attached, to a full stop at least two hundred feet 
 before arriving at any railroad crossing or connection, or crosses the 
 same before signaled so to do by the watchman, or before the way is 
 clear, shall be personally liable to any person injured by reason of such 
 failure to a penalty of one hundred dollars, to be recovered by civil ac- 
 tion, at thesuit of thestate,in thecourt of common pleasof any county 
 wherein such crossing or connection is ; and the company in whose em- 
 ploy such engineer or person in charge of an engine is, as well as the 
 person himself, shall be liable in damages to any person or company 
 injured in person or property by such neglect or act of such engineer 
 or person. [71 v. 50, § 3.] 
 
 2 3334. In action against railway company for negligently causing death of 
 employe, plaintiff must show negligence on part of company presumedly caus- 
 ing death. Conductor can exact from company only such care in inspection 
 of cars as is usual among those operating railroads. Columbus, etc, Ey. Co. 
 i;. Celley, Adm'r, 1 Circuit Eep. 267. 
 
 Superintendent of a railroad company, unless vested with special author- 
 ity, has no power to employ physician and bind the company for payment, 
 to attend to passenger injured on road, and such authority is not necessarily 
 to be inferred from title of superintendent. Ry. Co. v. Wiseman, 1 Circuit 
 Rep. 246. 
 
 Corporations are liable for tortious acts of servants and agents acting 
 within the scope of their employment. R. R. Co. v. Slusser, 19 Ohio St. 157; 
 R. R. Co. V. Dunn, 19 Ohio St. 162; R. R. Co. v. Shires, 1 »■ Ohio St. •.;55. 
 
 Negligence of parent or custodian can not be imputed to a child to bar its 
 right of action against others for injuries resulting from their wrongful acts. 
 R. R. Co. V. Snyder, 18 Ohio St. 399; R. R. Co. v. Mauson, 30 Ohio St. 451. 
 See latter also for facts held not to constitute negligence. 
 
RAILROAD COMPANIES. 69 
 
 Sec. 3336. Signals at road crossings. Every company shall have attached 
 to each locomotive engine passing upon its road, a bell of the ordinary 
 size in use on such engines, and a steam whistle , and the engineer or per- 
 son in charge of an engine in motion, and approaching a turnpike, high- 
 way, or town road crossing, upon the same level therewith, and in like 
 manner when the road crosses any other traveled place, by bridge or oth- 
 erwise, shall sound such whistle at a distance of at least eighty and not 
 further than one hundred rods from the place of such crossing, and ring 
 such bell continuously until the engine passes such road crossing; but 
 the provisions of this section shall not interfere with the proper ob- 
 servance of any ordinance passed by any city council regulating the 
 management of such railroad locomotives and steam whistles thereon, 
 within the limits of such city. [69 v. 49, § 1.] 
 
 Sec. 3337. Penalties for violation of preceding section. Every engineer 
 or person in charge of any such engine who fails to comply with the 
 provisions of the preceding section shall be personally liable to a pen- 
 alty of not less than fifty nor more than one hundred dollars, to be 
 recovered by civil action, at the suit of the state, in the court of com- 
 mon pleas of any county wherein any such crossing is; and the com- 
 pany jn whose employ such engineer or person in charge of an engine 
 is, as well as the person himself, shall be liable in damages to any per- 
 son or company injured in person or property by such neglect or act 
 of such engineer or person. [69 v. 49, § 2.] 
 
 Sec. 3338. Whole track to be of uniform gauge. Every company shall 
 make every railroad constructed or controlled by it of one uniform 
 gauge or width of track from end to end ; when any road connects with 
 or crosses any other road, the companies owning or controlling such 
 roads may adopt such uniform gauge or width of track as will enable 
 each company to pass its cars over the road of the other; and in case 
 roads so connecting or crossing are constructed of different gauges or 
 widths of track, the companies controlling the same may lay down and 
 maintain, upon the whole or any portion of such road or roads, an ad- 
 ditional rail or rails, so as to admit the passage of the same cars over 
 both roads, and may also maintain and operate either or both of such 
 roads, upon the track or tracks originally constructed, as may be 
 deemed expedient by the company or companies owning or controlling 
 either or both of the roads. [63 v. 88, g 1.] S. & S. 115. 
 
 Sec. 3339. When tracks must he used in common. When two or more 
 companies have, in the same street, alley, public way, or opening, two 
 or more tracks of the same gauge, through a city or village, the coun- 
 cil of such city or village may require such companies to use such 
 tracks in common, and to pass their locomotives and cars over each 
 track in one direction only. [-54 v. 133, § 4.] S. & C. 325. 
 
 Sec. 3340. When connections may be made. When the track of a 
 
70 OHIO COEPOEATIONS. 
 
 company crosses the track of the same gauge of another company, 
 either company may connect the tracks of the two roads so cross- 
 ing, so as to admit of the passage of cars from one road to the 
 other with facility, and avoid the necessity of changing cars or 
 trans-shipping freights. [54 v. 133, § 5.] S. & C. 325. 
 
 Sec. 3341. Wlien companies must transport cars of other companies. 
 When the tracks of two companies connect as aforesaid, either com- 
 pany shall, when required, transport over its road, to its destination 
 thereon, any freight offered, in the cars in which it is offered, at its 
 local rates per mile, as set forth in the company's freight tariff for 
 the distance most nearly corresponding, and return the cars, with 
 or without freight, without unnecessary delay ; but nothing in this 
 section shall be so construed as to require any company to move 
 upon its road cars which do not conform in breath of gauge and in 
 Other respects to its own cars, nor any that are not substantially 
 built and in good repair, nor to use its machinery in moving the 
 cars of another company to the neglect or suspension of its regular 
 or usual business. [54 v. 133, § 7.] S. & C. 326. 
 
 Sec. 3342. Ways for water miist be provided. There shall be con- 
 structed and kept open, along the road-bed of every railroad, except 
 where the road extends through or by swamp land, by the company 
 or person operating tlie road, ditches or drains of sufficient depth, 
 width, and grade to conduct to some proper outlet the water which 
 accumulates along tlie sides of such road-bed from the construction 
 o.r operation of such road. [66 v. 335, § 1.] 
 
 Sec. 3343. Proceedings to enforce preceding section. If, after ten 
 days' notice or request to any ticket or other agent of the company 
 or person operating a railroad to provide such drain or ditch, pre- 
 ferred by the person authorized to institute the proceedings herein- 
 after provided for, the provisions of the foregoing section be not 
 complied with, any owner or tenant t)f land contiguous to such rail- 
 road, feeling aggrieved by s'ucli neglect, may give notice of the fact 
 in writing, to the probate judge of the couuty iu which such neglect 
 occurs, designating in such notice the place or places on such road 
 where such drains or ditches have not been made ; and upon the 
 receipt of sucli notice tlie probate judge shall appoint a commission, 
 of three disinterested freeholders of such county, who, together with 
 the county surveyor, shall proceed to the place designated in the 
 notice, and if, upon inspection, it is found that the provisions of the 
 
RAILROAD COMPANIES. 71 
 
 preceding section are not complied with, the commissiou, or a ma- 
 jority thereof, shall report the same to such probate judge, who 
 shall keep a record of such proceedings ; and the probate judge 
 shall designate a time within which such ditches or drains shall be 
 made or opened, and shall forthwith notify the company or person 
 operating such road, in writing, whose duty it shall be to make 
 or open such ditches or drains within the time specified. [66 v. 
 335, § 2.] 
 
 Sec. 3344. When the probate judge may let the work. If such com- 
 pany or person neglect to comply with the notification of the pro- 
 bate judge, he shall forthwith, by advertisement for three consecu- 
 tive weeks, in one or more of the weekly newspapers published 
 in such county, give notice that the work of making or open- 
 ing the ditches or drains will be let to the lowest bidder, at such 
 time and place as shall be designated in the advertisement. [66 v. 
 335, § 3.] 
 
 Sec. 3345. Sale of the work, and proceedings thereon. The pro- 
 bate judge shall, at the time and place specified in the advertise- 
 ment, sell the job or jobs of making or opening such ditches or 
 drains to the lowest bidder, and take from such bidder a sufficient 
 bond, with surety, for the performance thereof, and upon the com- 
 pletion thereof to the satisfaction of the' probate judge he shall give 
 the bidder a certificate therefor, stating the amount due for the 
 work ; and upon presentation of the certificate to the auditor of the 
 county, he shall place the amount so certified forthwith upon the 
 tax duplicate of the county, against the company, together with 
 all the costs and expenses for inspection by the commission and 
 surveyor, notices, advertisements, sale of work, making contract 
 therefor, approval of the work, and other costs, and interest on the 
 amount certified to be due for the Avork from the time the work is 
 approved until the amount can be collocted by the treasurer of the 
 county ; and such tax shall be collected as other taxes, and be paid 
 to the persons entitled thereto on the warrant of the county auditor 
 on the county treasurer. [66 v. 335, § 4.] 
 
 Sec. 3346. Fees of officers in such eases. The probate judge, com- 
 missioners, and surveyor shall be entitled to receive for their serv- 
 ices such costs, fees, and expenses as are provided by law for 
 costs, fees, and expenses of county commissioners and others under 
 proceedings relating to ditches. [66 v. 335, § 5.] 
 
(2 OHIO COEP0EATION8. 
 
 Sec. 3347. Movable bridge between passenger cars reguired. Every 
 company conveying passengers shall provide the passenger cars in 
 its trains with a flexible or movable bridge or apron, of the full 
 width of the opening between the railings attached to the plat- 
 forms of such cars, with side-boards or net-work of strap iron or 
 large wire, or other suitable material, at each side of the bridge or 
 apron, of at least equal height with the ordinaiy railings upon the 
 platforms, or some other apparatus or arrangement equally sufficient 
 to enable passengers to pass from car to car with safety. [68 v. 
 35, §1.] 
 
 Sec. 3348. Fenalties for violation of preceding section. A com- 
 pany which fails to comply with the provisions of the preceding 
 section shall be subject to a penalty of one hundred dollars for 
 each and every day of such failure, to be recovered in a civil action, 
 in the name of the state, and paid into the state treasury. [68 v. 
 35, §2.] 
 
 Sec. 3349. When two preceding seetiom do not apply. Nothing 
 contained in the two preceding sections shall require any company 
 to provide an apron or bridge between the platform of a freight car 
 and the platform of the passenger car attached to a freight train. 
 [68 V. 35, §3.] 
 
 Sec. 3350. Commissioner of railroads must enforce certain sections. 
 The commissioner of railroads and telegraphs shall see that the pro- 
 visions of sections thirty-three hundred^ and forty-seven and thirty-three 
 hundred and forty-eight are enforced. [68 v. 35, § 4.] 
 
 Sec. 3351. Prescribing heating apparatus for railroad cars. Each 
 railroad company iu this state shall, when necessary to heat any of 
 its cars for carrying passengers, mail, baggage, or express matter, 
 do so by a stove or heater so constructed and protected as to most 
 effectually guard the passengers against the danger by fire, in case 
 of accident by collision, or the cars being overturned or thrown 
 from the track ; and it shall be unlawful for any such company to 
 permit any other person or corporation to use cars carrying passen- 
 gers, mail, baggage, or express matter over its road unless the heat- 
 ing apparatus thereof shall conform to the requirements of this sec- 
 tion. [77 Ohio L. 202.] 
 
 Sec. 3352. Repealed. [77 Ohio L. 202.] 
 
 Sec. 3353. How passenger cars to be lighted. No passenger cars 
 on any railroad shall be lighted by naphtha, or any illuminating oil 
 
ItyLEOAD COMPANIES. 73 
 
 fluid made in part from naphtha, or wholly or in part from coal or 
 petroleum, or other substance or material which will ignite at a 
 temperature of less than three hundred degrees Fahrenheit; and 
 the commissioner of railroads and telegraphs, by himself or agent, 
 may, at any time, enter the cars running on any railroad, and take 
 from any lamp therein samples of the oil found there, for the pur- 
 pose of testing the same, and if it prove of a lower grade than is 
 required by the provisions of this section, he shall bring suit for 
 the penalty provided in section thirty-three hundred and ffty-four. 
 [74 V. 207, § 2.] 
 
 Sec. 3354. Penalties for violating certain sections. Any railroad 
 company refusing or neglecting to comply with the provisions of 
 section thirty-three hundred and fifty-one , shall be liable to a penalty 
 of not less than one hundred nor over five hundred dollars, to be 
 recovered in a civil action in any court of record in any county 
 through which such road shall pass, in the name of the State of 
 Ohio, for the benefit of the common schools of the state, to be 
 prosecuted by the prosecuting attorney of the proper county, at the 
 instance of the prosecuting attorney, or at the instance of the rail- 
 road commissioner, as provided by law (§ 263, E. S.) in other 
 cases for the recovery of penalties and forfeitures against railroad 
 companies, after due notice given by such railroad commissioner to 
 the president or managing ofiScer of such delinquent railroad com- 
 pany, and its neglect thereafter for a period of thirty days to com- 
 ply with the provisions of said section ; the prosecuting attorney to 
 receive twenty-five (25) per cent of all fines and costs collected 
 under the provisions of this act. [77 Ohio L. 202.] 
 
 Sec. 3355. When and how freight-ways may be constructed. A 
 person owning or operating a coal or iron-ore mine, stone-quarry, 
 rolling-mill, or machine-shop within this state, wlio, as a means of 
 removing the product thereof, uses or desires to use a railway, may 
 construct such railway, and run cars thereon, over or under any 
 railroad or public highway, the consent of the owner of the fee in 
 the land at such crossing 'first having been obtained ; but such 
 railway shall be so constructed as in no wise to impede or interfere 
 with the running of cars or the travel upon such railroad or high- 
 way, or in any manner to injure ordmpair such railroad or highway, 
 or any switch, building, or appurtenance connected therewith or 
 belonging thereto ; and when such freight- way is constructed over 
 
74 OHIO CORPORATIOIJS. 
 
 a railroad it shall be at the height of at least eighteen and one-half 
 feet in the clear above the rails of the same. [70 v. 194, § 1.] 
 
 Sec. 3356. When plan offreight^way must be approved by commis- 
 eioner. Before any person shall construct such railway across a 
 railroad, he shall submit the plan of construction to the commis- 
 sioner of railroads and telegraphs for his approval, who shall, at 
 the cost of such person for traveling expenses or otherwise, see 
 that the structure shall, in all respects, conform to the require- 
 ments of the preceding section. [70 v. 194, § 2.] 
 
 Sec. 3357. Hoiv railroad scrap metal shall be sold. No officer, 
 agent, or employe of a company operating a railroad, except the 
 superintendent, general managing agent, or the receiver of the com- 
 pany, shall sell or dispose of worn or scrap metal, or any iron, brass, 
 or other metal owned by the company, rfnd all sales and barter of 
 such scraps or other metals, owned by a company, made by any 
 other officer, agent, or employe than such superintendent, general 
 managing agent, or receiver, shall be null and void ; and no such 
 superintendent, general managing agent, or receiver, shall sell or 
 dispose of any such scrap or other metals in quantities less than one 
 ton, nor without delivering to the purchaser a bill of sale thereof, 
 a copy of which shall be retained and filed in the office of such 
 superintendent, managing agent, or receiver. [73 v. 227, § 1.] 
 
 Sec. 3358. Penalties for violations of last section. If a superin- 
 tendent, general managing agent, or receiver of any company sell 
 or dispose of any railroad scrap metal in quantities less than one 
 ton, or sell or dispose of such metal in any quantity without de- 
 livering a bill of sale thereof to the purchaser, the company which 
 he represents shall not thereafter be entitled to the benefit of the 
 three succeeding sections. [73 v. 227, § 2.] 
 
 Sec. 3359. What is the evidence of title to such scrap. The per- 
 son, company, or firm to whom is oflfered for sale, pledge, or trade, 
 any w^orn or used links, pins, journal-bearings, or other worn or 
 used and detached appendages of railroad equipment, or any scrap 
 metal of iron, brass, or steel appertaining to such equipment, or to 
 a railroad track, shall, before purchasing or dealing in the same, 
 ascertain whether the ownership thereof is lawfully derived, by bill 
 of sale or otherwise, from a company, or from th? superintendent, 
 managing agent, or receiver thereof; and in any action in which 
 the right or title to such article of metal is drawn in question, the 
 
• RAILROAD COMPANIES. 75 
 
 person, company, or firm dealing therein, or his or its assignee, 
 party to such action, shall be bound to establish and prove, prima 
 facie, the title and ownership derived as aforesaid. ,[73 v. 227, 
 §3.] 
 
 Sec. 3360. When a mixture of such a scrap ; deemed a eonfasion of 
 goods. If, in such action, it appear, prima facie, from the evidence 
 on the trial, that a,ny of the articles or metals in controversy were 
 stolen, or unlawfully obtained, and mixed or confused with other 
 scrap metal, it shall be deemed a confusion of goods, unless the 
 party claiming against the title of the company establish prima 
 facie, a lawful title to the residue from or through a railroad com- 
 pany. [73 V. 227, § 4.] 
 
 Sec. 3361. Company may replevy scrap; proceedings in the action. 
 A company, by its proper officer or agent, or the receiver thereof, 
 may claim to be the general owner of, and may replevy, any of the 
 metals or articles mentioned in section thirty-three hundred and ffty- 
 nine, and any metals with which they may have been confused as 
 aforesaid, wherever found in the possession of any person, firm, or 
 company, whenever there is good reason to believe that such metals 
 or articles have been stolen or unlawfully taken from a railroad 
 company or its receiver; and, instead of the usual averment as to 
 ownership, in the affidavit for a writ of replevin, it shall be suf- 
 ficient for the officer or agent of such company, or the receiver, to 
 aver that he believes such metals or articles to have been unlawfully 
 taken from such company or some other company; and the person, 
 firm, or company claiming in such action, or any other action, the 
 right or title to any such metals or articles, shall be required to es- 
 tablish and prove, prima facie, a right or title thereto, lawfully de- 
 rived as provided in the preceding sections ; in the absence of such 
 proof, the company or receiver claiming such metals or articles 
 shall be held and considered to be the general owner thereof ; but 
 any other company or receiver, upon showing that any part of such 
 metals or articles was unlawfully taken from it or him, shall be 
 entitled to such part, upon payment of a proper share of the cost 
 and expenses of the replevy thereof; and if any company, or its 
 receiver, replevy any property under the provisions of this section 
 without good and reasonable cause to believe that the same was 
 unlawfully taken from some company or its receiver, such company 
 or receiver shall be liable to the party entitled thereto, in any sum 
 
76 OHIO CORPOEATIONS. 
 
 not exceeding double the amount of tlie value of the property so 
 replevied, iu addition to such damages as such party sustains 
 thereby. [73 v. 227, § 5.] 
 
 Sec. 3362. Penalties for ohstructing the laying of a track. No 
 person or corporation shall willfully interfere with or obstruct any 
 company engaged in laying the track of its road across any other 
 railroad, if such company has fully complied with tlie law, and ob- 
 tained tlie right to so lay its track; nor shall any person or cor- 
 poration obstruct the full operation of any road so constructed ; and 
 the person or corporation violating the provisions of this section 
 shall pay, for each day of such interference or obstruction, one 
 thousand dollars, to be recovered by action in the name of the state, 
 one half of the recovery to go to the company so interfered with, 
 and the other half to the county iu which the interference occurs, 
 and shall also be liable for damages to the party injured. [73 v. 
 160, §§ 1, 2.] 
 
 Sec. 3363. Wlien and how a company may dissolve. Any com- 
 pany which has been in existence for a jieriod of three years, and has 
 not commenced to build the road described in its articles of incor- 
 poration, or whose road having been commenced, has been aban- 
 doned for three years, may be dissolved by a vote of two-thirds of 
 its stockholders, at a meeting called for that purpose by its presi- 
 dent, notice of which must be published in each county through or 
 into which the line of the proposed road passes at least thirty days 
 before such meeting is held. [69 v. 171, §§ 1, 2.] 
 
 Sec. 3364. When companies must cross streams on same bridge. 
 When it becomes necessary for two or more railroads to cross any 
 of the navigable waters of this state at or near the same point, by 
 draw or swing bridge, the companips or persons owning or control- 
 ling such roads shall, if practicable, use one and the same bridge, 
 and approaches thereto ; and the "right to use any such bridge 
 and its approaches, or other similar structure, so situate and used 
 as to' make it necessary for the companies or persons owning or 
 operating two or more roads to agree upon a common use thereof, 
 in order to comply with the provisions of this section, may, when 
 such companies or persons can not so agree, be appropriated by the 
 company or persons owning or operating a road for which such 
 use is desired, in accordance with the provisions of law authoriz- 
 
RAILROAD COMPANIES. 77 
 
 ing the appropriation of private property to the use of corporations. 
 [57 V. 10, § 1.] S. & C. 3726. 
 
 Sec. 3365. Proceedings to appropriate joint use of bridge. The 
 statement to be filed in such appropriation proceedings shall, as near 
 as may be, set forth the regulations according to which the joint use 
 of such bridge and approaches, or other structure, shall be regu- 
 lated; and if the reasonableness of the same, or any part thereof, 
 be denied by the defendant in the proceedings, the court shall hear 
 and determine the issue, and enter on record its finding and order 
 thereon, confirming or altering the regulations, as it may deem just 
 and reasonable, subject to exceptions and reversal for error by the 
 court of common pleas, on petition filed for that purpose ; the order 
 of the court fixing the regulations shall be made before the jury is 
 impaneled to assess the amount of compensation for the right sought 
 to be appropriated ; and such compensation shall be a sum equal to 
 the annual value of such use, to be paid quarterly each year, in ad- 
 vance, while the same continues. [57 v. 10, § 2.] S. & C. 372c. 
 
 Fare and Freight. 
 
 Sec. 3366. To or from points competing with the puhlie works. Every 
 company whose line of road extends to any place in the vicinity of, 
 or to a point of intersection with, any of the navigable canals or 
 other works of internal improvement belonging to the state, shall 
 fix and establish a tariff of rates for the transportation of merchan- 
 dise, produce, and other property consigned to or from such place 
 or point of intersection, and shall not charge or receive any higher 
 rate for transporting similar merchandise, produce or property, over 
 a shorter distance of its road, than is charged or received according 
 to such fixed tariff" for transporation to and from such place of inter- 
 section. [50 V. 205, § ].] S. & C. 318. 
 
 Sec. 3367. Tariff of rates to be published, and hoxo changed. Every 
 such company shall publish its tariff" of rates so established, on 
 property consigned to and from such places or points of intersection, 
 and cause the same to be kept conspicuously posted at the several 
 business stations on its road ; no such company, its officers or agents, 
 shall charge or receive, directly or indirectly, for transporting any 
 property consigned as aforesaid, any less rate than is designated on 
 such printed card, until such rate is changed by an order of the 
 board of directors of such company, and at least ten days' notice of 
 
78 OHIO CORPORATIONS. 
 
 such change given by bill or card to be posted as aforesaid; and no 
 such company, its officers, or agents, shall evade, or attempt to 
 evade, by drawback, free warehousing, or in any other manner, the 
 payment of full freightage, according to the printed tariff of rates, 
 as herein provided. [50 v. 205, § 2.] S. & C. 318. 
 
 Sec. 3368. Certain contracts inhibited. A company whose road 
 forms part of any line of railway between points common to any 
 other line, shall not contract or agree with any person or with any 
 other railroad company or companies, having a road or line of roads, 
 or forming a part of any line of roads, between the same points, 
 not to carry freight or passengers to or from such common points, 
 nor shall it refuse to receive or carry any freight or passengers 
 brought to it to be so carried. [58 v. 74, § 1.] S. & S. 117. 
 
 Sec. 3369. When trunk roads must not discriminate between other 
 roads. When any railroad is a trunk road, or in the nature of a 
 trunk road, and at or near the same place connects with or is inter- 
 sected by two or more other railroads tributary to, or competing 
 lines for business to or from, such trunk road, or to or from points on 
 or beyond the same, any company or person operating or using such 
 trunk road shall transport passengers and freight going to or coming 
 from such tributary or competing roads without making any dis- 
 crimination in the charges therefor, directly or indirectly, for or 
 against either of such roads; and the company or person owning 
 or controlling any such trunk road shall not, by lease or otherwise, 
 permit the same to be used or operated in any manner contrary to 
 the foregoing provision. [58 v. 74, § 2.] S. & S. 117. 
 
 Sec. 3370. Must forward freight by line named by shipper. Every 
 company shall ship all freight that comes within its control by the 
 railroads over which it is ordered to be conveyed by the shipper ; 
 and any company whose agent knowingly diverts, or permits to be 
 diverted, any freight that comes under his control from the railroad 
 over which the same is ordered to be conveyed, shall forfeit and pay 
 to the company from which such freight is diverted three times the 
 amount received for transporting the same, and such agent shall be 
 deemed guilty of a misdemeanor, and upon conviction thereof shall be 
 fined not more than one hundred dollars, or imprisoned in the county 
 jail not more than thirty days, or both. [58 v 74, § 3.] S. &S. 117. 
 
 Sec. 3371. Preceding section may be enforced by injunction. On 
 complaint of the violation of any of the provisions of the three 
 
RAILROAD COMPANIES. 79 
 
 preceding sections, by petition as in other actions, the observance 
 of the same may be enforced by injunction, and the party violating 
 the same, or any of them, shall be liable in damages to the person 
 or company injured, for'the injury sustained in consequence thereof. 
 [58v. 74,"§4.] S. &S. 117. 
 
 Sec. 3372. Not to diseriminate between way and iJirough freight. 
 Every company whose line* of road, or any part thereof, is within 
 this state, shall so employ its rolling stock used for the transporta- 
 tion of freight as to aff(.)rd as ample facilities for the transportation 
 of local and way freight, delivered to or discharged by it along its 
 line of road, as it affords for the transportation of througli freight, 
 in proportion to the amount of its rolling stock, and shall not give 
 facilities for transportation to either class of freight in preference to 
 the other. [60 v. 93, § 1.] S. & S. 116. 
 
 Sec. 3373. Nor ajaind jjoints in the state. No company or per- 
 son owning, controlling, or operating a railroad, in whole or in part, 
 within this state, shall charge or receive for transportation of freight 
 for any distance within this state a larger sum than is charged by 
 the same company or person for the transportation, in the same 
 direction, of freight of the same class or kind, for an equal or 
 greater distance over tlie same railroad and connecting lines of rail- 
 road; and every such company or j^erson who violates, or permits 
 to be violated, the provisions of this section, shall forfeit and jiay 
 to the party aggrieved a sum equal to double the amount of the 
 overcharge, but in no case less than twenty-five dollars, and shall 
 also, for every such unlawful act, forfeit and pay to the state a 
 penalty of not less than one hundred nor more than one thousand 
 dollars, to be recovered in a civil action, brought in the name of the 
 state, by the prosecuting attorney of the county wherein such offense 
 was committed, as part of his official duties, whenever complaint is 
 made to him, and he is satisfied that the provisions of this section 
 have been violated. [69 v. 27, § 1.] 
 
 Sec. 3374. Eates of passenger fare prescribed. A company oper- 
 ating a railroad, in whole or in part, in this state, may demand and 
 
 ? ,3374. Where section hand who rode to hia work voluntarily and without 
 protest on hand car was killed by passenger train without carelessnes.'i in 
 running the train, it was held the railroad company cnnld not be required to 
 respond in damages. P. C. & St. L. Rv. Co, i\ Leech, Adiu'i-. 41 Ohio St. ,388. 
 
 The provi.=ion in the twellth section of tue gpnernl lailroiid act of Feb- 
 ruary 11, 1848 (46 V. 40), that no reduction shali he made in the rates of 
 fare and charges for freisrht allowed to companiPs (irganized under that act, 
 unless their net profits for the previous ten years amount to ten per cent 
 
80 OHIO COEPOEATIONS. 
 
 receive for the transportation of passengers on its roads not exceed- 
 ing three cents per mile, for a distance of more than eight miles ; 
 
 on their capital, is in the nature of a contract, and binding on the state 
 (Railroad Uo. v. Furnace Co., 29 Ohio 8t. 208); and companies organized 
 under that act before the adoption of the present constitution, and which 
 have not relinquished their right to be governed thereby, and had not real- 
 ized a net profit of ten per cent on their capital for the ten years next pre- 
 ceding the passage of the act of March 30, 1875 (72 v. 142), are not bound 
 by the provisions of the latter act reducing their rates of fare and freight 
 below those allowed by the twelfth section of the act of 1848. lb. 
 
 When the railroad of one company is purchased by another company, in 
 pursuance of a statute authorizing the purchase, in the absence of any pro- 
 vision of law to the contrary the road passes to the purchasing company, 
 subject to the same restrictions and limitations as to rates chargeable for 
 transportation as attached to it in the hands of the vendor. Campbell v. 
 Railroad Co., 23 Ohio St. 168. 
 
 When a pecson purchases a ticket, and takes a seat in a railroad train, 
 and after the train starts gives up his ticket to the conductor, he can not, 
 at an intermediate station, by virtue of his subsisting contract, leave such 
 train while in the reasonable performance of such contract, and claim a seat 
 upon another train. Kailroad Co v. Bartram, 11 Ohio St. 457. 
 
 If a railroad company fix two rates of passenger fare for a distance less 
 than thirty miles — to wit, a ticket rate and a car rate, the former within, and 
 the latter beyond, the limits of its authority, and the conductor of the train, 
 under the direction of the company, refuse to accept from the passenger less 
 than the illegal and unauthorized rate, it is not necessary, to enable the pas- 
 senger to remain on the train, to tender more than the ticket rate, although 
 the company might have fixed such ticket rate at a higher sum. Smith v. 
 Railroad Co., 23 Ohio St. 10. 
 
 A railroad company has the right to prescribe rea.sonable conditions for 
 the admittance of way passengers upon its freight trains; and payment of 
 fare to its office agents, or procuring a ticket prior to taking passage on such 
 trains, is not an unreasonable condition ; and an offer to pay fare to an em- 
 ploye on the train who has no authority to receive the samp is not an offer 
 to the company, and in such case does not entitle the person to a place on 
 the freight train as a passenger. Railroad Co. v. Bartram, supra. 
 
 A railroad company has the right to prescribe reasonable rules for the 
 government of its employes in the conduct of its business upon its trains, 
 and passengers should conform to such rules; and a rule which requires a 
 conductor to eject from the train a passenger who refuses to produce a 
 ticket, or pay his fare, on demand, is a reasonable rule, and the purchaser of 
 a non-transferable commutation ticket, who has lost it, and refuses, on ac- 
 count of such loss, to pay his fare upon a train, falls within the rule, and can 
 not maintain an action of tort against the company to recover damages for 
 
RAILROAD COMPANIES. 81 
 
 but the fare shall always be made that multiple of five nearest 
 reached by multiplyiag the rate by the distance. [73 v. 102, § 13.] 
 Sec. 3375. Ratsi of freight prescribed. Such company may re- 
 ceive for transportation of property not exceeding five cents per 
 
 being e.iected by the conductor for non-compliance with it. Crawford v. 
 Eailroai Co., 26 Ohio St. 580. 
 
 A railroad company has the right to require passengers to pay fare, and a 
 rule directing its conductors to remove from the cars those who refuse to 
 comply with the requirements is reasonable; and the fact that a ticket has 
 been purchased by a passenger, which was afterward wrongfully taken up by 
 a conductor of one of the defendant's trains, will not relieve the pas.senger 
 from the duty of providing himself with a ticket, or paying fare on another 
 train of the defendant in which he may be a passenger; and in such case 
 the right of action of the passenger would be for the wrongful taking up of 
 the ticket, and not for having been removed from a train by another con- 
 ductor for refusing to pay fare. Shelton v. Railway Co , 29 Ohio St. 214. 
 
 A purchaser from a railroad company of a ticket, which entitled the pur- 
 chaser to a ride upon its cars a certain number of times within a given 
 period, for a price below the usual rate of fare, and which specified on its 
 face that it was good only during such period, having failed to rido the speci- 
 fied number of times within the period named, is not entitled to ride upon 
 such ticket after the expiration of the period. Powell v. Railroad Co., 25 
 Ohio St. 70. 
 
 A passenger upon a railroad train refused to pay the established rates, 
 which were higher than those allowed by law, and tendered the legal rate, 
 and, upon refusal to pay more, was ejected from the train by the conductor, 
 but without rudeness or unnecessary violence, and brought his action for 
 damages against the company; it appearing on the trial that tho passenger 
 knew the established rates, and took passage expecting to be ejected from 
 the cars, intending to bring an action therefor, it was held that he was only 
 entitled to compensatory damages, and the company, for the purpose of mit- 
 igating damages, and preventing the recovery of exemplary damages, might 
 give in evidence subsequent declarations of the plaintiff, tending to prove 
 that his object in taking passage on the cars was to make money by bringing 
 suits against the company for demanding or receiving their established rates, 
 of fare. Railroad Co. d,' Cole, 29 Ohio St. 126. 
 
 For forfiMture by R. R. Co. for overcharge, see Railway Co. v. Moore, 33 
 Ohio St. 384, and 37 Ohio St. 265. 
 
 An agent authorized to sell tickets and stamp and deliver them when paid, 
 can not bind his company by stam[>ing and delivering the tickets to a third 
 person, lobe sold by him and to be paid for when sold, and an innocent holder 
 acquires no title thereto. Frank v. lugalls. Receiver, 41 Ohio St. 560. 
 
 § 3375. Where the charter of a railroad company authorized it to charge 
 
 not to exceed a specified rate of fare or freight for a distance of thirty miles 
 
 or more, and for a less distance than thirty miles such reasonable rates as 
 
 may be, from time to time, fixed by the company, a rate for a distance 
 
 6 
 
82 OHIO CORPORATIONS. 
 
 ton per mile, when the same is transported a distance of thirty 
 miles or more, and, in case the quantity transported 'is less than one 
 ton in weight, or any quantity is transported a less distance than 
 thirty miles, such reasonable rate as may be from time to time fixed 
 by the corporation, or prescribed by law ; but, until a tariff of 
 specific rates is established, by law for the transportation of property 
 of such bulk that a quantity equal to the tonnage capacity of the 
 car can not be carried in it, the corporation may contract lor space 
 in the car sufficient to secure the safe transportation of such property, 
 at a rate which shall not exceed five cents per ton per mile if such 
 car were loaded to its tonnage capacity ; and for the transportation 
 of coal, pig-iron, limestone, iron ore, or undressed stone or lumber, 
 not more than five cents per ton per mile shall be charged for any 
 distance of ten miles or more, and, in case the same be transported 
 a less distance than ten miles, such reasonable rates as may from 
 time to time be fixed by the corporation, or prescribed by law ; and 
 the corporation may charge on such freight a reasonable rate for 
 loading and unloading, when the same is in fact done by the cor- 
 poration. [73 V. 102, § 13.] 
 
 Sec. 3376. Penalties for violation of two preceding sections. Anv 
 such company which violates, or permits to be violated, any of the 
 provisions of the two preceding sections, or which demands or re- 
 ceives a greater sum of money for the transportation of passengers 
 or property on or over its road than the sum allowed by law, shall 
 pay to the party aggrieved, for every such overcharge, a sum equal to 
 double the amount of the overcharge ; and any officer, employe, or 
 agent of any such company, who violates, or permits to be violated, 
 any of such provisions, or demands or receives such sum of money, 
 shall be subject to the like penalty to the party aggrieved ; but in 
 no case shall the amount to be paid be less than one hundred and 
 fifty dollars to any bona fide claimant using the road of such com- 
 pany in due course of his business. [73 v. 102, S 13.] 
 
 Sec. 3377. When the three preceding sections do not applij. The 
 
 less than thirty miles wliich exceeds the maximum iillnwed for full 
 thirty miles is, as matter of law, unreasonable to the extent of the excess; 
 but when the rate for the shorter distance does not exceed the- maximum al- 
 lowed for thirty miles, the question whether or not the rate is reasonable is 
 for the .jury, and to be determined in accordance with the evidence, and 
 such in.strnctions of the court as are applicable. Smith i\ Railroad Co., 23 
 Ohio St, 10; Campbell v. Railroad Co., lb. 168. 
 
 Railroad company is common carrier, and subject to judicial control; if 
 lower rate is given to a favored shipper, other shippers can require equal 
 rate; rebate given to shippers furnishing greater quantilj of freight than 
 others is an unlawful discrimination, and is contrary to public policy ; if con- 
 tinuous series of shipments are necessary in conducting the business of other 
 shippers, they may prevent such discrimination by injunction without first 
 establishing their rights at law. Scofield v. L. S. & M. S. Ry. Co., 43 Ohio 
 St. 571. 
 
 § 3376. See 33 Ohio St, 384, and 37 Ohio St. 265. 
 
HAILEOAD COMPANIES. 83 
 
 provisions of the thi:ee next preceding sections shall not apply to 
 any railroad in course of construction, and the gross earnings of 
 which are less than four thousand dollars per mile per annum, when 
 such railroad is not owned or operated by companies operating 
 another railroad : provided, that such exemption shall not continue 
 longer than five years after cars are run for the transportation of 
 freight and passengers on said road. [73 v. 102, § 13.] 
 
 Sec. 3378. Rates of fare and freight on branch roads. A com- 
 pany may demand and receive, for the transportation of passengers 
 on a branch road, a fare not exceeding six cents per mile, and for 
 transportation of property such reasonable rate as may be from 
 time to time fixed by tlie company, or prescribed by law ; but, if 
 the length of such branch exceeds ten miles, the charge for passen- 
 gers and freight upon the excess shall be the same as provided by 
 law for main lines. [69 v. 203, § 4.] 
 
 Sec. 3378(1. Certain contracts for sale of railroad property not vaMd> 
 when. No contract of, or for the sale of railroad equipment, rolling 
 stock, or other personal property (to be used in or about the 
 operation of any railroad), by tlie terras of which the purchase 
 money, in whole or in part, is to be paid in the future, and wherein 
 it is stipulated or conditioned that the title to the property so sold 
 shall not vest in the vendee, but shall remain in the vendor until 
 the purchase money shall have been fully paid, shall be valid against 
 creditors or innocent purchasers for value, unless recorded in the 
 office of the secretary of state, or a copy thereof filed in the office 
 of said secretary of state, and, when said contract is so recorded, 
 or a copy thereof so filed as aforesaid, the title to the property so 
 sold, or contracted to be sold, shall not vest in the vendee, but shall 
 remain in the vendor until the purchase money shall have been 
 fully paid, and such stipulation or condition shall be and remain 
 valid, notwithstanding the delivery of the property to, and its pos- 
 session by such vendee. [79 Ohio L. 45.] 
 
 Sec. 3378&. Conditional sale provided for in written lease — Where 
 title vested until purchase money paid. In any written contract for the 
 renting, leasing, or hiring of such property (to be used as aforesaid), 
 it shall be lawful to stipulate or provide for a conditional sale of 
 such property at the termination of such renting, leasing, or hiring, 
 and to stipulate or provide that the rental reserved shall, as paid, 
 or when psiid in full, be Applied to and treated as purchase money; 
 
84 OHIO CORPORATIONS. 
 
 and in such contract it shall be lawful to stipulate or provide that 
 the title to such property shall remain in the lessor or vendor until 
 the purchase money shall have been fully paid, notwithstanding 
 delivery to and possession by the other party ; subject, however, to 
 the requirement as to recording or filing contained in the foregoing 
 section of this act. 79 Ohio L. 45. 
 
 Sec. 3378e. Secretary of state t« file eontrads, his fees, ete. The sec- 
 retary of state, when so requested, and upon being paid the proper 
 fees, shall record any such contract, and shall file in his office a 
 copy of any such contract, when the same shall be delivered to him 
 for that purpose, and for every such copy so filed he shall be entitled 
 to receive one dollar. [79 Ohio L. 45.] 
 
 Consolidation. 
 Sec. 3379. When companies may consolidate. When the lines 
 of road of any railroad companies in this state, or any portion of 
 such lines, have been or are being so constructed as to admit the 
 
 § 3379. Consolidated railroad companies, organized in pursuance of the 
 act of April 10, 1856 (53 v. 143), are corporations formed under a general 
 law, within the meaning of article thirteen, section two, of the constitution 
 of 1851, and as such are subject to the limitations and reservations con- 
 tained in that section, and in article one, section two, of that instrument; 
 and the general assembly has power to alter and regulate rates of fare 
 chargeable by such companies. Shields v. State, 26 Ohio St. 86. 
 
 Parties to an agreement to consolidate under the act of April 10, 1856, 
 supra, continue in the full enjoyment of their powers and franchises, 
 respectively, and may accept subscriptions to their capital stock, at any 
 time before consolidation is consummated, by filing the agreement of con- 
 solidation with the secretary of state. Eailroad Co. v. Brown, 26 OhioSt. 223. 
 
 Subscriptions to the capital stock of such corporations are to be construed 
 with reference to consolidation statutes in force, and subscribers are bound 
 thereby, as if the statutes were part of the contract of subscription ; and a 
 person who becomes a subscriber to such stock during the progress of con- 
 solidation, is to be regarded as a stockholder within the meaning of section 
 ten of that act. lb. 
 
 After consolidation is completed by filing a certificate with the secretary 
 of state, the new corporation thereby created can succeed to the lights, 
 powers, and franchises of the original corporations only by operation of 
 the statute, which provides for such succession only upon the election of the 
 first board of directors of the new corporation, and such election is not 
 authorized by the statute before consolidation has been consummated by fil- 
 ing the certificate with the secretary of state. ,Ib. 
 
 The new consolidated company, in an action for money due on subscrip- 
 
RAILROAD COMPANIES. 85 
 
 passage of burden or passenger cars over any two or more of such 
 roads continuously, without break or interruption, such companies 
 may consolidate themselves into a single company. [74 v. 71, 
 
 Sec. 3380. When company may consolidate with foreign company. 
 A company organized in this state for the purpose of constructing, 
 owning and operating a line of railway, or whose line of road is 
 made or is in process of construction, to the boundary line of the 
 state, or to any point either in or out of the state, may consolidate 
 its capital stock with the capital stock of any company in an adjoin- 
 ing state, organized for a like purpose, and whose line of road has 
 been projected, constructed or is in process of construction to the 
 
 tions to the capital stock of the original corporations, must show that it has 
 succeeded to the rights of its predecessors upon an election of a board of 
 its own directors. lb. 
 
 After consolidation, the new corporation thereby created may perform the 
 conditions named in subscriptions to the capital stock of the original coni- 
 panies, and it may also, by the performance of the conditions, accept a con- 
 tinuing conditional offer to subscribe such stock. Kailroad Co. v. Stout, 26 
 Ohio St. 241. 
 
 When a general requisition is duly made by a railroad company, during 
 the pendency of consolidation proceedings, for the payment of subscrip- 
 tions to its capital stock in monthly installments, and the consolidation be- 
 comes complete before all tlie installments are due, such requisition will 
 continue in force for the benefit of the consolidated company, provided an 
 oificer authorized to receive such payments be continued at the place named 
 in the call ; and such requisition applies to conditional subscriptions as soon 
 as the condition is performed, and to subsequent subscriptions made before 
 consolidation is complete, as well as to subscriptions absolute at the date of 
 the call. lb. 
 
 Under the first section of said act, as amended May 6, 1869 (66 v. 127), it 
 is a condition precedent to the right to enter into an agreement for consoli- 
 dation that the lines of road of the contracting corporations be first made, 
 or be in pi-ogress of construction; and a conditional subscriber, who had no 
 knowledge of the progress of consolidation, and in no way contributed 
 thereto may, in an action by the new company as successor to the old, to 
 recover the amount of his subscription, dispute the corporate existence 
 of the plaintiff, on the ground that, at the date of the agreement to consol- 
 idati% the road of the company, to the stock of which he had subscribed, 
 was neither made nor in process of construction. lb. 
 
 Railroads parallel and competing can not be consolidated under this 
 section. State ». Vanderbilt, 37 Ohio St. 590. 
 
 Nor can railroads connected only by leased railroad be consolidated. lb, 
 
86 OHIO COEPOEATIONS. 
 
 same point where the several roads so united and constructed will 
 form a continuous line for the passage of cars ; and roads running 
 or to be constructed to the bank of a river which is not bridged, 
 shall be held to be continuous under this section. [82 Ohio L. 150.] 
 Sec. 3381. Proceedings to effect consolidation. The consolidations 
 shall be made under the conditions and restrictions following : 
 
 1. The directors of the several companies may enter into a 
 joint agreement, under the corporate seal of each company, for the 
 consolidation of the companies, and prescribing the terms and con- 
 ditions thereof, the mode of carrying the same into effect, the name 
 of the new company, the number of directors and other officers 
 thereof and their places of residence, the amount of the capital 
 stock of the new company agreed upon, the number of shares of 
 capital stock, the amount of each share, and the manner of con- 
 verting the capital stock of each of the constituent companies into 
 that of the new company, with such other details as they may deem 
 necessary to perfect the new organization and the consolidation of 
 the companies. 
 
 2. The agreement shall be submitted to the stockholders of 
 each of the companies, at a meeting thereof called separately for 
 the purpose of taking the same into consideration, due notice of the 
 time and place of holding such meeting and the object thereof 
 shall be given by written or printed notices addressed to each of the 
 persons in whose names the capital stock of the companies stands 
 on the books thereof, and also by a like notice published in some 
 newspaper in the city or town where such company has its principal 
 office or place of business ; provided, that in case all the stock- 
 holders are present at such meeting, in person or by proxy, such 
 notice may be waived in writing. At the meeting of stockholders, 
 the agreement of the directors shall be considered, and a vote by 
 ballot taken for the adoption or rejection of the same ; each share 
 of stock on which has been paid all the installments called for by 
 the board of directors, entitling the holder thereof to one vote ; the 
 ballots shall be cast in person or by proxy, and if two-thu-ds of all 
 the votes cast at the meeting be for the adoption of the agreement, 
 that fact shall be certified thereon by the secretary of each of the 
 companies, and the agreement so adopted, or a certified copy 
 
 ? 3381. For further restrictions see State_«. Vanderbilt, 37 Ohio St. 690, 
 and Railway Co. v. Jewett, 37 Ohio St. 619. 
 
EAILEOAD COMPANIES. 87 
 
 thereof, shall be filed in the office of the secretary of state. And 
 all consolidation agreements heretofore entered into and ratified by 
 such companies, substantially in manner as in this section prescribed, 
 shall be as valid as if entered into and ratified by virtue of this 
 section. [82 Ohio L. 150.] 
 
 An Act to cure defects in consoUdauon agreements. Passed April 17, 1882. 
 
 Section 1. Be it enacted by Hie General Assembly of the State of 
 Ohio, That in all cases where the agreement for the consolidation of 
 railroad companies heretofore filed in the ofiice of the secretary of 
 state, is defective, by reason of the omission of a statement either 
 of the number of the directors or other officers, or their places of resi- 
 dence, or the number of shares of capital stock, as required in such 
 agreement by the laws of this state, such defect may be cured by 
 filing, in the ofiice of the secretary of state, a certificate signed by 
 the president and the secretary of the consolidated company named 
 in such agreement under its corporate seal, setting forth such 
 omitted statements, which shall thereupon be countersigned (con- 
 sidered) a part of the agreement of consolidation the same as if 
 originally incorporated therein, and said agreement and all rights, 
 remedies, powers, duties, and acts thereunder be construed accord- 
 ingly, i&nd the said agreement and certificate, and copies thereof, 
 duly certified by the secretary of state, shall be held and received 
 in all courts and other places, as constituting the agreement of the 
 consolidation of such companies to all intents and purposes, as if no 
 such omission or defect had ever existed in such agreement ; pro- 
 vided, 4;hat nothing in this act shall impair the rights of any person 
 or corporation acquired prior to the passage of this act. 
 
 Sec. 2. This act shall take effect from and after its passage. 
 [79 Ohio L. 126.] 
 
 Sec. 3382. Effect of agreement to consolidate When the agree- 
 ment is made and perfected, as provided in the preceding section, 
 and the same or a copy thereof filed with the secretary of state, the 
 several companies parties thereto shall be deemed and taken to be 
 one company, possessing within this state all the rights, privileges, 
 and franchises, and subject to all the restrictions, disabilities, and 
 duties, of a railroad company. [53 v. 143, § 3.] S. & C. 327. 
 
 Sec. 3383. Election of directm-s of consolidated company. The stock- 
 holders at the meeting called to take into consideration the agreement, 
 shall, after the adoption of the same, appoint a time and place for the 
 election of the directors and other officers of the new comj^any, notice 
 of which shall be given by the secretary of each of the companies in 
 some newspaper printed or of general circulation, at the place of the 
 
 § 3.S83, That part of stockholders were enjoined from parlicipatin<j in the 
 election is no ground for appointment of a receiver. Railway Co. v. Jewett, 
 37 Ohio St. 649. 
 
88 OmO COEPOEATIONS. 
 
 principal office of each company, at least three weeks previous thereto ; 
 provided, that if at such meeting all the stockholders of the con- 
 stituent companies are present, either in person or by proxy, they 
 may, in writing or by resolution, waive such notice, and consent to 
 hold such meeting and election at any time, which election shall be 
 conducted in such manner' as may be prescribed by the stockholders 
 at such meeting. [82 Ohio L. 151.] 
 
 Sec. 3384. Properly of the old companies vests in the mxo. Upon 
 the election of the first board of directors of the company created 
 by the agreement of consolidation, all and singular the rights, 
 privileges, and franchises of each of the companies to the agree- 
 ment, and all the property, real, personal, and mixed, and debts 
 due on account* of subscription of stock, or other things in action, 
 shall be deemed to be transferred to and vested in such new com- 
 pany, without further act or deed ; all property, rights of way, and 
 other interests, shall be as effectually the property of the new com- 
 pany as they were of the companies parties to the agreement; the 
 title to real estate, either by deed, gift, grant, or by appro{B-iations 
 under the laws of this state, shall not be deemed to revert or be im- 
 paired by reason of the consolidation ; but all rights of creditors, 
 and all liens upon the property of either of such companies, shall 
 be preserved unimpaired, and the respective companies juay be 
 deemed to be in existence to preserve the same ; and all debts, 
 liabilities, and duties of either of said companies, shall thenceforth 
 attach to the new company, and be enforced against it to the same 
 extent as if such debts, liabilities, and duties had been contracted 
 by it. [53 v. 143, § 5.] S. & C. 328. ' 
 
 Sec. 3385. Primdpal office to be established. The new company 
 shall, as soon as convenient after the consolidation, establish a prin- 
 cipal office, at some point in this state on the line of its road, and 
 may change the same at pleasure ; but public notice of such estab- 
 lishment or change shall be given in some newspaper. [53 v 143 
 § 6.] S. & C. 328. 
 
 SeC. 3386. Actions agaimt new company. Suits may be bruuolit 
 and maintained against the new company in the courts of this state 
 for all causes of action, in the siiine manner as against other com- 
 panies. [53 V. 143, § 7.] 8. & C. 328. 
 
 Sec. 3387. Taxation of road patihi in this state. That portion of 
 the road of such consolidated company in this state, and all its real 
 
EAILROAD COMPANIES. 89 
 
 and personal property, shall be listed for taxation and taxea in the 
 same manner as the road aud property of other railroad com- 
 panies in this state ; and to ascertain the proportion of tlie rolling 
 machinery subject to taxation in this state, the officer listing the 
 same shall ascertain the value of all the rolling machinery of the 
 company, and return a sum bearing such proportion to the value of 
 the whole, as the length of the line of such road in this state bears 
 to tlie length of the whole line. [53 v. 143, § 8.] S. & C. 328. 
 
 Sec. 3388. Stockholder refusing to consolidate must arbitrate. A 
 stockholder who refuses to convert his stock into the stock of the 
 consolidated company, shall be paid the highest market value of 
 such stock at any time within six months next preceding the time 
 of the making of such agreement for consolidation by the directors, 
 if, previous to such consolidation, he so require ; and if a stock- 
 holder so refusing to consolidate, and the board of directors of the 
 company desiring to consolidate, can not agree as to the value of 
 such stock, the parties may submit the question to arbitration, 
 which arbitration shall be conducted in accordance with the law 
 regulating arbitrations, so far as the same may be applicable, by 
 three disinterested persons, to be appointed upon the motion of 
 either of the parties, by the judge of the court of common pleas of 
 the county in which the person owning the stock resides, or, in case 
 he is a non-resident of any county through or into which the road 
 passes, then in the county in which the principal office of the com- 
 pany is kept. [53 V. 143, § 10.] S. & C. 329. 
 
 Sec. 3389. When arbitrators to be appointed by a judge. If a 
 person so refusing to convert his stock refuse to submit the question 
 to arbitration, the proper judge shall, upon the application of any 
 director of either of the companies desiring to consolidate, appoint 
 the arbitrators, who shall proceed to ascertain the value of the stock 
 the same as if the question had been submitted by the consent of 
 both parties ; and if the party owning the stock refuse to receive 
 the amount awarded in any case, the company may deposit the 
 same with the clerk of the court of common pleas of the county in 
 which the arbitration is held, which deposit shall authorize the par- 
 ties to proceed to consolidate without further j^ayment to such 
 stockholder. [53 v. 143, § 10.] S. & C. 329. 
 
 Sec. 8390. Notice to be given of application for such appointment. 
 In all such cases of arbitration the party desiring the arbitration 
 
so , OHIO COEPOKATIONS. 
 
 shall give the opposite party at least ten days' notice of his inten- 
 tion to apply to the judge for the appointment of arbitrators, which 
 notice shall be served in the same manner as is provided for the 
 service of a summons, and shall specify the time and place of the 
 hearing of the application; and in cases of non-residents the notice 
 shall be by publication, for four consecutive weeks, in some news- 
 paper printed in the county. [53 v. 143, § 11.]. S. & C. 329. 
 
 Sec. 3391. Effect of the agreement of consolidation as evidence. A 
 copy of the agreement and act of consolidation, duly certified by 
 the secretary of state, shall be received in the courts of this state 
 as prima facie evidence of the existence of the several companies 
 parties to the agreement prior to and at the time of the execution 
 of the agreement, of the consolidation of the companies as specified 
 in the agreement, that such consolidation was authorized by the 
 laws of the several states within which the several companies were 
 chartered, and into which the consolidated road extends, and of all 
 and singular the facts, statements, and covenants set forth and re- 
 cited in the agreement and act of consolidation, and in the certifi- 
 cates indorsed thereon. [55 v. 8, § 1.] 8. & C. 329. 
 
 Sec. 3392. In actions against new company ceiiain proof dispensed 
 viith. It shall not be necessary to produce or prove the charters 
 of the companies parties to such consolidation, the laws of the sev- 
 eral states under and by virtue of which such consolidation was 
 effected, or the original articles of consolidation, in any suit brought 
 to charge such consolidated company with any liability of either of 
 the companies parties to the act of consolidation, any law or cus- 
 tom to thfe contrary notwithstanding. [55 v. 8, § 2.] S. & C. 
 330. 
 
 Reorganization. 
 
 Sec. 3393. Wlien proceedings for reorganization may he had. When 
 proceedings are pending in any court for the sale of the road of a 
 company under a mortgage or deed of trust, and two-thirds in in- 
 terest of the creditors and two-thirds in interest of the stockholders 
 of the company agree, in writing, upon a plan for the readjustment 
 or capitalization of the debt and stock of the company, the court 
 shall render judgment against the company for the amount due 
 and in arrears upon such securities, which judgment shall, from its 
 rendition, become a lien on all the property embraced in such se- 
 curities, and upon all the francliises and powers of the company, 
 
RALLEOAD COMPANIES. 91 
 
 including its franchise to be and act as a corporation, conferred by 
 the charter and the amendments to the charter of the company; 
 and upon a sale had under such judgment, and a purchase at such 
 sale by trustees, on behalf of the parties to such agreement, ap- 
 pointed by the agreement, all the property so bound by the judg- 
 ment, including said franchises, shall vest in such trustees; but 
 every such agreement shall provide that the unsecured debts of the 
 company, incurred for repairs or running expenses, shall be paid 
 in money, or bonds of the reorganized company of the highest 
 class issued, as hereinafter provided ; and a copy of the agreement 
 shall be filed in such court, before the rendition of the judgment. 
 [58y. 70, §1.] S. &.S. 127. 
 
 Sec. 3394. Meeting of creditors, and proceedings thereat. The 
 trustees shall, as soon as practicable after the sale, call a meeting 
 of the parties to the agreement, by a noti^-e signed by a majority 
 of the trustees, or of their survivors, and published not less than 
 once a week, for four consecutive weeks, in a newspaper printed in 
 the cities of New York and Philadephia, and in a newspaper 
 printed in each county on the line of the railroad, specifying the 
 day, place, and object of such meeting — the place to be on the line 
 of the road ; at such meeting each of the parties to the agreement 
 shall be entitled to vote according to the provisions thereof, but 
 not exceeding one vote for every fifty dollars of the par value of 
 the debt or stock of such party, according to a list of voters and of 
 their respective interests, which shall be prepared by a majority of 
 the trustees, who are empowered to act as judges of the election ; 
 such meeting, by a majority in interest of the persons present, in 
 person or by proxy, shall b# competent to retain or change the 
 name of the company, to decide, for the time being, the amount of 
 its capital, and the nnraber of shares into which such capital shall be 
 divided, to fix the number of directors and their term of office, to 
 elect such directors, a majority of whom shall bo residents of the 
 
 5 3394. When a railroad company reorganizr-s under the act of April 11, 
 1861 (58 V. 70), and in the agreement therefor it is stipulated that certain 
 bonds of the original corporation shall be as-uuied by the new company, 
 and the holders thereof entitled to vote at all meetings of stockholders, upon 
 conditions specified, which are performed, the new company becomes liabb 
 to pay the bond?, and the holders thereof entitled to vote, without further 
 action on the part cf the new company. Stsito v. ^McDanii-l. 22 Ohio St. 354. 
 
93 OHIO CORPORATIONS. 
 
 state or states in which such railroad is situate, and to do all things 
 necessary or proper to reorganize the company; but any creditor 
 shall be entitled to become a party to the agreement aforesaid, either 
 at or any time before the meeting in this section provided for, and 
 any stockholder shall be entitled to become a party to such agree- 
 ment at any time within one year after such jneeting. [58 v. 70, 
 § 2.] S. & S. 127. 
 
 Sec. 3395. What must be certified to secretary of state. A certifi- 
 cate, under the common seal of the company, specifying its name, 
 and the railroad which it is to hold, maintain, and operate, shall be 
 filed in the office of the secretary of state ; and a copy of such cer- 
 tificate, duly certified, shall, in all courts and places, be evidence 
 of a compliance with all the conditions and provisions of the two 
 preceding sections, and of the due_ reorganization and existence of 
 the company. [58 v. 70, § 3.] S. & S- 128. 
 
 Sec. 3396. The property and powers of tlie new company. Upon 
 such reorganization, and a conveyance by the trustees, or of such 
 of them as shall be vested with the legal title, or their survivors, 
 all the railroad and pther property and franchises and things pur- 
 chased as aforesaid, and all the franchises, powers, faculties, privi- 
 leges, and immunities which were possessed or enjoyed by the orig- 
 inal company, or by any company with which it had been consoli- 
 dated, shall pass to and be vested in the company as reorganized ; and 
 the same, and all property and things which the reorganized company 
 shall thereafter acquire, except as hereinafter provided, shall be 
 taken, held, and disposed of for the use and benefit of the creditors 
 and stockholders of the company, who shall have become such upon 
 and after such reorganization, according to their respective rights, 
 but subject to the powers of the company, and shall be in no wise 
 chargeable in respect to any debt, liability, or claim of any creditor 
 or stockholders which subsisted prior to the sale and reorganization 
 herein provided for; but all property of the original company not 
 enbraced in the sale shall, upon the reorganization, be vested in the 
 company as reorganized, in trust for all parties interested therein 
 as creditors, stockholders, or otherwise. [58 v. 70, § 4.1 S. & S. 
 128. 
 
 Sec. 3397. Furilier powers of the new company. Such company 
 shall likewise have power, at any time within six months after the 
 organization, to assume such debts or liabilities of the original com- 
 
KAILEOAD COMPANIES. 93 
 
 pany, and to make such adjustments or exchaiiges with any bond- 
 holder of the original company, and, ■within one year, with any 
 stockholder, as it may deem expedient, and may use for such pur- 
 pose any bonds or stock which it may be authorized to issue or 
 create ; and it may make and issue such bonds, payable at such 
 times and places, and bearing such rates of interest, not exceeding 
 six per centum per annum, as it may deem expedient, and may 
 secure the payment of any bonds which it may issue or assume to 
 pay by mortgages or deeds of trust of its railroad, or any other of 
 its property, real or personal, and may include therein with its road 
 all its cars and other rolling-stock and equipments, and any 
 machinery, tools, implements,' fuel, materials, and all other things 
 then held or thereafter acquired for constructing, operating, or re- 
 pairing the road, or for repairing or replacing any of its equipments 
 or appurtenances, as part and parcel of the road, and as constitut- 
 ing with the road one property, and may include in such mortgages 
 or deeds of trust all franchises held by the company, and connected' 
 with or related to the road, and all other corporate franchises of the 
 company, all which franchises, including the franchise to be a cor- 
 poration, in case of sale by virtue of any such mortgage or deed of 
 trust, or of any judgment specified in the next section, are hereby 
 declared to pass to the purchasers, so as to enable tliem to reorganize 
 the company in the manner hereinbefore provided ; and such com- 
 pany may issue capital stock to such aggregate amount as it may 
 deem proper, not exceeding any limit which may be fixed by agree- 
 ment with the trustees purchasing as aforesaid, and may establish 
 preferences in respect to dividends, in favor of any class of the 
 stock, in such order and manner as it may deem expedient, not ex- 
 ceeding such limit as may be fixed by agreement as aforesaid ; and 
 may, if authorized by the agreement, confer on holders of any 
 bonds which it may issue or assume to pay, such rights' to vote at 
 all meetings of stockholders, not exceeding one vote for every fifty 
 dollars of the par amount of the bonds, as may have been provided 
 for in the agreement, which rights, when once fixed, shall attacli to 
 and pass with such bonds, iinder such regulations as the by-laws 
 may prescribe, to the succes^ve holders thereof, but shall not sub- 
 ject the holder to any assessment by the company, or to any liability 
 for its debts, or entitle any holder to dividends. [58 v. 70, § 5.] 
 S. & S. 128. 
 
04 OniO COEPOEATIONS. 
 
 Sec. 3398. Lieiv of mortgages, etc. The lien of the mortgages 
 and deeds of trust authorized to be made by the preceding section 
 shall be postponed to the lien of judgments recovered against the 
 company, after its reorganization, for labor thereafter performed for 
 it, or for materials or supplies thereafter furnished to it, or for 
 damages, losses, or injuries thereafter suffered or sustained by the 
 misconduct of its agents, or in any action founded on its contracts 
 or liability as a common carrier thereafter made or incurred. [68 
 V. 70, § 6.] S. & S. 129. 
 
 Sec. 3398a. Lien for labor performed for railroad company. That 
 in all actions now pending or hereafter commenced in auy of the 
 courts of this state, either as original action?, or as proceedings in 
 error against any railroad corporation now existing or hereafter 
 created, or any foreign railroad company operating and carrying on 
 business in this state, when such action is for the purpose of recover- 
 ing judgment against said corporation, for lalior performed for it, 
 or for materials or supplies furnished to it, or for damages or Ics.ses, 
 or injuries suffered or sustained by the misconduct of its agents, or 
 in any action founded on its contracts or liabilities as a common 
 carrier made or incurred, which action, by virtue of statutory en- 
 actment, or upon principles of equity, would, when reduced to judg- 
 ment, become a lien upon the property of such corporation prior in 
 law or equitj"" to the lien of any mortgage or deed of trust authorized 
 to be made by an}'' of the statutes of this state, shall be and remain 
 a prior lien upon such railroad property, notwithstanding any sale 
 or conveyance of such property by virtue of any judgment or de- 
 cree of foreclosure founded upon a breach of the terms and con- 
 ditions of any such mortgage or deed of trust. [79 Ohio L. 11.] 
 
 Sec. 33986. Hoiv lien enforced. That the party prosecuting such 
 action in order to avail himself of the provisions of section 3398a 
 of this act, shall, before the day fixed for tiie sale of the property 
 of any such railroad under any judgment or decree of foreclosure 
 and sale, file with the clerk of the court wherein such judgment or 
 decree of forclosure and sale was rendered, a notice in writing, set- 
 ting forth the title of his action, the court wherein pending, the 
 amount of his claim, the date from which he claims interest there- 
 on, the probable amount of cost, and that he claims that the judg- 
 ment by him sought to be recovered would, when obtained, become 
 a lien prior in law or equity to the lien of the judgment or decree 
 
RAILROAD COMPANIES. 95 
 
 of foreclosure and sale. That he shall also before tlie day of sale, 
 or at. the time thereof, serve a certified cop}' of such notice upon the 
 officer or other person making such sale, who shall, before offering 
 said property for sale, read such notice jiublicl}' at the time and 
 place of sale, and shall, with his return of such sale, return such 
 certified copy of notice with the indorsement of his proceedings 
 thereunder upon the same, to the court. [79 Ohio L. 11.] 
 
 Sec. 3398c. In case of sale, court to retain amount of lien. That 
 the court, on the return of the officer or other person making such 
 sale, before confirH)ing the same and ordering distributiou of the 
 funds arising therefrom, shall retain in its custody or under its con- 
 trol, a sufficiency of such proceeds applicable to distribution to the 
 claimants under the liens of the mortgage or deed of trust, to sat- 
 isfy any judgment which may be recovered in the action provided 
 for in section 3398a of this act, when ended and determined. [79 
 OhioL. 11.] 
 
 Sec. 3398cZ. That within sixty days after the determination of 
 the action referred to in section 3398a, the party claiming such pri- 
 ority of lien, if he shall have recovered judgment against siiid rail- 
 road company, shall file his answer and cross-petition in the action 
 pending iu the court holding the fund as provided in section 3398a, 
 setting forth his legal and equitable claim thereto, and such court 
 shall make the proper orders necessary to the determination of the 
 questions of priorities and distribution of the retained fund, as in 
 section 3398c provided. [79 Ohio L. 11.] 
 
 Sec. 3399. Thene provisions applicable to certain other companies. 
 The provisions of the seven preceding and the next succeeding 
 sections shall extend and apply to companies whose railroads are 
 partly within and partly without this state ; a company of this state, 
 possessing such a railroad, shall have capacity to exercise without 
 this state all its powers, privileges, faculties, and franchises ; a cor- 
 poration of another state possessing a railroad which is partly in 
 such other state and partly within this state, may exercise and en- 
 joy within this state all its powers, privileges, faculties, and 
 franchises, for the purpose of such railroad and its business, not in- 
 consistent with the laws of this state ; and :;11 mortgages and deeds 
 of trust made by such corporation upon its railroad, equipments, or 
 other property within this state, shall operate in the same maunev 
 and with the like effect as hereinbefore provided with respect to 
 
96 OHIO CORPORATIONS. 
 
 companies so reorgaDized ; but such part of the railroad as is with- 
 in this state shall be subject to taxation, and to all regulations of 
 law, in the same manner as railroads of this state in like cases, and 
 the corporation owning the same shall be subject to all duties in 
 respect thereto imposed by law, and may sue and be sued in all 
 cases and in the same manner as a company of this state might sue 
 or be sued. [58 v. 70, § 7.] S. & S. 129. 
 
 Sec. 3400. Tlie property mortgaged may he sold without appraise- 
 ment. Railroads, and other property mortgaged therewith by such 
 company, may, if the court deems it expedient, be sold without ap- 
 praisement, at judicial sales under judgments upon such mortgage; 
 but in such case, in order to prevent sacrifices, and protect the in- 
 terests of all concerned, the court shall fix a minimum sum, below 
 which no such sale shall be made ; and, in order to fix that amount, 
 the court may, if it deems it expedient to do so, refer the subject to 
 a master, with instructions to take testimony, and report the sum. 
 [5'8 V. 70, § 8.] S. & 8. 130. 
 
 Sec. 3401. When creditors of companies may agree on capitaliza- 
 tion. When judicial proceedings are pending in any court sitting 
 in this state, for the sale of any railroad, and the same is in the 
 hands of a receiver appointed by such court, two-thirds in interest 
 of each class of mortgagees, or holders of the bonds issued under a 
 mortgage, and two-thirds in interest of all other classes of creditors 
 of such company, and the owners of two-thirds of the shares of the 
 stock thereof, may agree in writing upon a plan for the adjustment 
 of such indebtedness, by capitalization or otherwise. [60 v. 55, 
 § 1.] S. & S. 126. 
 
 Sec. 3402. Secretary of state to publish notice of the agreement. 
 When such agreement is made, and filed in the office of the secretary 
 of state, he shall cause public notice thereof to be given in a news- 
 paper of general circulation published in each of the cities of 
 Columbus, Cincinnati, and Cleveland, and also in a newspaper of 
 general circulation published in each of the counties through or in 
 which the road is located, wliich publication shall be made immedi- 
 ately after the agreement is filed, and be continued for six consecu- 
 tive weeks, and tlie cost thereof shall be paid by the company. [60 
 V. 55, § 2.] S. & S. 126. 
 
 Sec. 3403. Other creditnn may sign the agreement. A duplicate 
 of the agreement shall be kept at the principal oiBce of the com- 
 
EAILEOAD COMPANIES. 97 
 
 pany; and all persons in interest, not parties thereto, shall be at 
 liberty, for the period of four months from and after the date of the 
 first publication, to appear and become a party to such agreement, 
 either in person or by proxy, by signing the ^ame, and thereby 
 secure the benefits thereof. [60 v. 55, § 3.] S. & S. 126. 
 
 Sec. 3404. Bights of those who do not sign. All persons in inter- 
 est who fail to become parties to the agreement within the time 
 aforesaid shall thereafter be entitled to the same rights, interest, 
 and estate, remedy, liens, and action, and none other, which parties 
 in interest of like class and amount who signed the agreement ob- 
 tained by, through, and under the agreement; but if any person in 
 interest neglect and fail for the period of six years after the publica- 
 tion of the notice mentioned in section three thousand four hundred 
 and two, to apply at the principal ofiice of the company, either in 
 person or by proxy, to become a party in interest in the agreement, 
 such person, unless an infant, a married woman, or insane, shall be 
 barred of all interest, claim, right, or action under the agreement, 
 or otherwise; and in case of such disability the rights above 
 enumerated shall be extended for the period of two years after the, 
 termination of the disability. [60 v. 55, § 4.] S. & S. 126. 
 
 Sec. 3405. When the court to malce order touching costs. When 
 the agreement is made, filed, and notice thereof given, and proof 
 thereof made, or offered to be made, in the court in which the pro- 
 ceedings are pending, the court shall dismiss the proceedings-; but 
 the court may make such order or decree touching the costs and 
 expenses thereof as it may deem just and proper. [60 v. 55, § 5.] 
 S. & S. 126. 
 
 Sec. 3406. Agreement may be between each interest and the com- 
 pany. The agreement shall not be required to be between the 
 several interests hereinbefore specified, but may be between each 
 interest separately, and the railroad company. [60 v. 55, § 7.] 
 S. & S. 127. 
 
 Sec. 3407. When, the road is used by two companies. If the rail- 
 road involved in such judicial proceedings is used, in whole or in 
 part, by such company in common with any other railroad com- 
 pany, on the same track, between any points on the line com.mon to 
 both, and within the limits of the termini established by the char- 
 ters of both companies, the company owning the railroad, if the 
 same can be done without impairing the usefulness thereof to it, 
 7 
 
98 OHIO CORPORATIONS. 
 
 may lease for a period of years, for an annual rent, or sell for a 
 fixed sum, to the company to which the line of road, in whole or in 
 part, is common, an undivided interest in the same, upon such 
 terms and conditions as may be agreed upon ; and such lease or 
 sale shall be reported to and approved by the court, and when so 
 made and approved, the lessee or vendee thereof shall hold the 
 same free from any previous lien which had been put thereon. 
 [60 v. 55, § 8.] S. & S. 127. 
 
 Sec. 3408. When stock or hands are held in a fiduciary capacity. 
 When any portion of the stock or bonds of a company is held by the 
 state, or a county, township, city, village, or other municipal cor- 
 poration, or by an executor, administrator, or a guardian, or other- 
 wise in a fiduciary capacity, the governor, county commissioners, 
 township trustees, council, or other authority of the municipal cor- 
 poration, or person holding in a fiduciary capacity, may become par- 
 ties to any agreement for the reorganization of such company, and 
 may control, exchange, or manage such stock or bonds according to 
 the terms of the agreement, and take and receive new stock or 
 bonds, to be issued in lieu of the original stock or bonds, which 
 shall be held on the same terms, and subject to all liens, which 
 attached to the original stock or bonds. [58 v. 70, § 9 ; 60 v. 55, 
 § 6.] S. & S. 126, 130. 
 
 Private sales of roads. 
 Sec. 3409. When a company may sell its road-bed, etc. A com- 
 pany, owning in whole or in part any road-bed and right of way 
 for a railroad within this state, including those acquired by pur- 
 chase at judicial sale, which, from lack of means or other cause, is 
 unable to complete the construction of its proposed line of road 
 thereon, may sell, assign, and transfer the same, or any part 
 thereof, to any other company incorporated under the laws of this 
 state, with authority to construct and operate a railroad over the 
 same route, or any part thereof, which transfer shall include all 
 work done upon such lino of road, together with all material fur- 
 nished therefor, not exempted by the terms of the grant, with all 
 rights, privileges, and easements, as fuUy as the same are or may be 
 possessed by the company making the same, and shall, to the same 
 extent, vest the title of and the right to enjoy the same in such 
 grantee. [65 v. 142, § 1 ; 66 v. 334, §§ 1, 2.] S. & S. 133. 
 
RAILROAD COMPANIES. 99 
 
 Sec. 3410. The transfer to be by deed. Such transfer shall be by 
 deed, duly executed by the president of the company grantor, in 
 the manner provided by law for the conveyance of real estate, and 
 shall be for such consideration as the parties may agree upon. 
 [65 V. 142, § 2.] S. & S. 133. 
 
 Sec. 3411. Two-thirds in interest of stockholders must consent. Be- 
 fore any such transfer shall be made, the president of the company 
 shall call a meeting of the stockholders of the company, at some 
 convenient point on the line, or at a terminus of the road, of which 
 he shall cause at least thirty days' notice to be published, in some 
 newspaper printed or in general circulation in each county in which 
 such road-bed and right of way are situate ; such meeting may, by 
 a concurrent vote of two-thirds in interest of the stock represented 
 thereat, by the owners thereof in person, or by proxy, declare by 
 resolution the inability of such company to complete its line of road, 
 prescribe the terms of the proposed transfer of its road-bed and right 
 of way, and direct the president of the company to execute the 
 deed ; and all such proceedings, resolutions, and directions shall be 
 duly recorded in the proper record book of the company, and a 
 copy thereof delivered to the grantee, and they shall also be recited 
 in the deed. , [65 v. 142, § 3. j S. & S. 133. 
 
 Sec. 3412. fVhat interest dissenting stockholder may retain. No 
 transfer shall be made against the dissent of any stockholder, ex- 
 pressly declared and filed in writing at such meeting, without the 
 guaranty of the company grantee that it will cause to be issued to 
 him certificates of its capital stock, equal in amount to his pro rata 
 interest as a stockholder of the grantor, in the amount for which the 
 property is sold. [65 v. 142, § 4.] S. & S. 133. 
 
 Sec. 3413. Title to property vests in grantee. The title to the 
 property so transferred, together with the right to use, occupy, and 
 enjoy the property for any and all purposes proper for the construc- 
 tion, maintenance, and operation of a railroad thereon, shall pass 
 to and vest in the company grantee, by the execution of the deed, 
 to the same extent as the granting company might or could use, oc- 
 cupy, and enjoy the same. [65 v. 142, § 5 ; 70 v. 245, § 1.] S. 
 & S. 133. 
 
 Sec. 3414. Certain rights of way forfeited. Where, upon an un- 
 finished road, a right of way, or any part thereof, remains for ten 
 years unused for railway purposes, it shall be held forfeited, 
 
100 OHIO COEPOEATIONS. 
 
 and shall revert to the owner of the land unless at least twenty 
 miles of the road have been completed by the company during that 
 period. [65 v. 142, § 6.] S. & S. 133. 
 
 Receivers. 
 
 Sec 3415. May sue and he sued without have of court. When a 
 line of railroad, the whole or any part of which lies within the lim- 
 its of this state, has been placed, by order of court, in the hands 
 of a receiver, who has taken charge of and is operating the same 
 for the purpose of carrying passengers and freight, and doing such 
 other things as ordinarily belong to the running and •management 
 of railroads, such receiver may, in his official capacity, sue or be 
 sued in the courts of this state without leave previously granted : 
 provided, however, that no person shall act as such receiver unless 
 he is a resident citizen of this state. [69 v. 31, § 1.] 
 
 Sec. 3416. Where action may be brought, and service.- Actions 
 may be brought against the receiver of a railroad in any county 
 through or into which the road is constructed, and service of sum- 
 mons may be had upon the receiver, or upon the superintendent of 
 the road, or upon any ticket or freight agent who is in the employ- 
 ment of or acting for the receiver ; but no service made upon the 
 ticket or freight agent shall be valid unless the office or place of 
 business of such agent is in the county where suit is brought. [69 
 V. 31,§2.] 
 
 Sec. 3417. Application of funds, and lien thereon. The earnings 
 of a railroad in the hands of a receiver, and all other money which 
 comes into his hands as such receiver, shall be applied first to pay 
 costs and expenses of the suit in which he was appointed, and the 
 expenses of operating and managing the road, including all mater- 
 ials and supplies procured by him therefor, and liabilities incurred 
 
 § 3415. A receiver of a railroad, operatin;; the road under ttio order of the 
 court, in the manner it might be done hy the railroad company, and having 
 the exclusive control of the road, and his aj;ents and employes in the busi- 
 ness, may be made answerable in his official capacity, to his employes and 
 others, for injuries sustained throush the negligent discharge of his duties 
 by himself or agents, where the railroad company, if it were operating the 
 road, would have been liable. Meara v. Receivers, 20 Ohio St. 137. 
 
 §3417. Satisfaction of a ,iudgment rendered against a receiver can be 
 obtained only out of the funds in his hands, as may be directed by the court 
 appointing him. lb. 
 
RAILROAD COMPANIES. 101 
 
 by him in such operation and management; and all judgments re- 
 covered against the receiver of a railroad for injuries to person 
 or property, or for wages of employes, or work done or materials 
 fiirnished while he is operating or managing the road, shall be a 
 lien on the funds in his hands as receiver, but shall affect him only 
 in his trust capacity, and not individually. [69 v. 31, § 3.] 
 
 Sec. 3418. Where receiver must deposit inoney. When the line of 
 a railroad operated by a receiver lies wholly within this state, all 
 money which comes into the hands of the receiver, whether arising 
 from operating the road or otherwise, shall , be kept and deposited 
 in such place within this state as the court may direct, until 
 properly disbursed ; but if any portion of the road lies in another 
 state, the receiver shall be required to deposit in this state at least 
 such share of the funds in his hands as is proportioned to the value 
 of the property of the^compauy within this state. [69 v. 31, § 4.] 
 
 Judicial sales of roads. 
 
 Sec. 3419. How purchaser of railroad viay acquire franchise. The 
 purchaser of a railroad, situated wholly or partly within this state, 
 which has been or may hereafter be sold pursuant to judicial pro- 
 ceedings, may acquire the franchise to be a corporation originally 
 vested in the company which held the road prior to such sale, by 
 grant of such company, under such terms and conditions as may be 
 agreed upon by the directors of the company, with the consent of 
 the stockholders owning two-thirds of the stock ; which grant shall 
 be in the same form as is required by law to convey real estate, and 
 shall pass such franchise to the persons or company becoming the 
 owner, by purchase as aforesaid, of such railroad ; but no such 
 grant shall be made unless provision be made for granting to the 
 stockholders in the original company, stock in the reorganized com- 
 pany, upon equal terms with the stockholders thereof, and as shall 
 be acceptable to the directors making such grant. [62 v. 169, § 1.] 
 S. & S. 125. 
 
 Sec. 8420. Certain roads may be sold at judicial sale. The real 
 and personal property, road-bed, right of way, fixtures, and fran- 
 chises of a company in this state which has not completed, nor con- 
 
 ? 3419. See Hatry v. P. & Y. Ry. Co., 1 Circuit Rep. 426. 
 
 ? 3420. The title of a purchaser at a judicial sale, as a general rule, can 
 not be impeached in equity for errors or irregularities in the proceedings. 
 Stiles V. Wiedner, 35 Ohio St. 555. 
 
102 OHIO CORPORATIONS. 
 
 veyed by deed of trust, or mortgage, any part of its road, and 
 which is insolvent, and whose property is in the hands of a receiver 
 appointed by a court of competent jurisdiction, may be sold at 
 judicial sale ; and the title thereto, with all the rights, liberties, 
 faculties, and franchises, shall pass by such sale, and vest in the 
 purchaser thereof, as fully as the same had been possessed, ex- 
 ercised, and enjoyed by such company. [65 v. 192, § 1.] S. & 
 S. 131. 
 
 Sec. 3421. Tim receiver must petition therefor. Before any such 
 sale shall be ordered the receiver shall file in such court his petition 
 therefor, in which he shall set forth the names of the creditors of 
 the company, with the sums due to each, as nearly as can be ascer- 
 tained, a statement of its assets, exclusive of its road-bed, rights of 
 way, and franchises, and a pertinent description, iu general terms, 
 of the road-bed, right of way, and property so sought to be sold, and 
 shall cause notice thereof to be published, for six consecutive weeks, 
 in some newspaper printed and of general circulation in each of 
 the counties in which any part of the road-bed is situate ; and 
 any creditor shall, at any time before the distribution of the pro- 
 ceeds of the sale, have the right to appear and set up his claim 
 by answer, and have it determined by the court, if it is omitted 
 from or inaccurately stated in the petition. [65 v. 192, § 2.] S. & 
 S. 131. 
 
 Sec. 3422. Order for appraisement of road. The court, on proof 
 of the publication of such notice, and on being satisfied that a sale 
 is necessary for the payment of the indebtedness of the company, 
 shall order the sale of such road, road-bed, rights of way, property, 
 and franchises, upon such terms of payment as the court may deem 
 proper, and shall issue its order to the receiver, commanding him 
 that he cause the same to be appraised by commissioners, to be 
 selected by the court, skilled in the construction and value of such 
 road-beds as they may be called upon to appraise, having the qual- 
 ifications of a freeholder, not less than three iu number, and con- 
 sisting of at least one from each county in which any part of the 
 road-bed is situate ; and such proceedings shall be had under such 
 order as are provided by law in case of sales of real estate made by 
 order of court in other cases, so far as the same may be applicable. 
 [65 V. 192, § 3.] S. & S. 132. 
 
 Sec. 3423. Notice of sale t> he published. Before any such sale 
 
EAILROAD COMPANIES. 103 
 
 shall be made, notice thereof shall be given by publication, for six 
 consecutive weeks, in some newspaper published and of general cir- 
 culation in each of the counties through or in which such road is 
 located, and also in some newspaper published and of general cir- 
 culation in each of the cities of New York and Cincinnati, for at 
 least thirty days prior to the day of sale ; but the sale shall not be 
 made for less than two-thirds of the appraised value of the property 
 and rights, unless, upon the same having been twice offered and not 
 sold, the court, in its discretion, order a reappraisement. [65 v. 
 192, § 4.] S. & 8. 132. 
 
 Sec. 3424. Gonfimiation of sale, aiid deed. When a sale is made, 
 and reported to the court, if the court is satisfied that the same was 
 fairly and properly conducted, in all respects, according to law and 
 the order of the court, it shall cause the sale to be confirmed, 
 and shall order the receiver to execute and deliver to the purchaser 
 a deed of conveyance for the road, road-bed, rights of way, real es- 
 tate, fixtures, and franchises so sold. [65 v. 192, § 5.] S. & S. 
 132. 
 
 Sec. 3425. Soiv proceeds of sale distributed. The proceeds of 
 the sale, after paying the costs and expenses thereof, and the un- 
 paid expenses of the trust against the company, shall be distrib- 
 uted pro rata among all the creditors of the company. [65 v. 192, 
 §6.] S. &S. 132. 
 
 Sec. 3426.- Who may purchase such property. A company or- 
 ganized under the laws of this state may become the purchaser of 
 such property ; and any number of persons, not less than five, may 
 become the purchasers of such road, road-bed, rights of way, prop- 
 erty, and franchises, at such sale, and, upon filing a transcript of 
 the decree of confirmation in the office of the secretary of state, 
 shall become a corporation of this state, amenable to its process, 
 and with perpetual succession, by such name as' they may assume 
 to themselves, subject to the laws of this state regulating corpora- 
 tions, and shall hold the property, rights, and franchises so pui^ 
 chased, free and discharged from all liability for the debts of the 
 original corporation. [65 v. 192, § 7.] S. & S. 132.] 
 
 Sec. 3426a. Purchaser of railroad at judicial sale may sell saine— 
 Grant to he recorded. The purchaser or purchasers of the real and 
 personal property, road-beds, rights of way, fixtures, and franchises 
 of any railroad company in the State of Ohio, and situated wholly 
 
104 OHIO COEPOEATIONS. 
 
 Of in part in this State, that have been or shall hereafter be sold 
 pursuant to judicial order, judgment, or decree, and which sale has 
 been confirmed by the court making the order of sale, may sell the 
 same, or any portion thereof; and the title thereto, with all the 
 rights, liberties, faculties, and franchises shall pass by such sale 
 and vest in the purchaser or purchasers thereof, as fully as [if] the 
 same had been possessed, exercised and enjoyed by such railroad 
 company, and which passed by said judicial sale; which grant be- 
 ing in the same form as by law required to pass real estate, shall 
 be recorded in the record of deeds of the county or counties in 
 which said real or personal property is situated, and said rights and 
 franchises are or may be exercised. [77 Ohio L. 60.] 
 
 Sec. 34266. Railroad company, and any number of persons, may 
 become purchasers — Purchasers may become incorporated. That any 
 railroad company organized or existing under the laws of this 
 state may become the purchasers of such property, as provided in 
 the first section of this act, and any number of persons may be- 
 come the purchasers of such road, road-beds, rights of way, prop- 
 erty, and franchises, as provided herein, either directly at such 
 judicial sale or by grant from the purchasers at such sale, whether 
 the same shall have been heretofore or may hereafter be made ; 
 and upon filing a copy of said deed or grant in the office of the 
 secretary of state, with articles of incorporation executed in accord- 
 ance with sections thirty-two hundred and thirty-six and thirty-two 
 hundred and thirty-seven of the revised statutes of Ohio, they, and 
 such persons as they may associate with them, not less than five in 
 number, shall become a corporation, with perpetual succession, by 
 such name as they may assume to themselves, with full capacity to 
 maintain and operate such railroads, whether located wholly within 
 this state, or partly within this state and partly within another 
 state or states, and with authority to provide for the purchase 
 price of the railroad and other property so purchased, by the issue 
 of its capital stock, preferred or common, and bonds secured by 
 mortgage or otherwise, bearing interest at a rate not exceeding 
 seven per cent per annum, and also by such issue of stock or bonds, 
 to raise the necessary means suitable to improve such railroad 
 property and equipment for the uses and purposes for which it is 
 employed ; and in the operation and maintenance of such railroad, 
 [and] the said corporation shall be entitled to all the rights, and be 
 
i;ailkoad companies. 105 
 
 subject to all the obligations and restrictions imposed upon raiload 
 companies by the general laws of this state. [77 Ohio L. 60.] 
 
 Railroad Police. 
 
 Sec. 3427. Appointinenf of railroad police; qualifications, etc. The 
 governor, upon the application of a company owning or using any 
 railroad in this state, shall appoint and commission such persons as 
 the company may designate, or as many thereof as he may deem 
 proper, to act as policemen for and upon the premises of such rail- 
 road, or elsewhere when directly in the discharge of their duties for 
 such railroad ; and all policemen so appointed shall be citizens of the 
 state of Ohio, and men of good character ; and said policemen shall 
 hold their office for three years, unless their commissions be revoked 
 by the governor for good cause shown, or by the railroad company 
 as provided by section 3432 of the Revised Statutes, and all com- 
 missions heretofore issued by the governor of this state, under and 
 by virtue of section 3427 of the Revised Statutes of Ohio, as passed 
 March 18, 1867, shall expire, and the authority under and by virtue 
 of the same shall be revoked on and after the first day of June, 
 1885. [82 Ohio L. 51.] 
 
 Sec. 3428. Oath; record of commission; powers, etc. Each police- 
 man so appointed shall, before entering upon the duties of his office, 
 take and subscribe an oath of office, which shall be indorsed upon 
 his commission ; a certified copy of such commission, with the oath, 
 shall be recorded in the office of the clerk of the court of common 
 pleas in every county through or into which the railroad for which 
 such policeman is appointed runs, and for which it is intended he 
 shall act ; and policemen so appointed and commissioned shall sev- 
 erally possess and exercise all the powers, and be subject to all the 
 liabilities of policemen of cities of the first class, in the several 
 counties in which they are authorized to act while in the dis- 
 charge of their duties for which they are appointed. [82 Ohio 
 L. 51.] 
 
 Sec. 3429. Poiver of such police to enforce regidations of road and 
 make arrests. A company which avails itself of the provisions of 
 the two preceding sections may make needful regulations to promote 
 the public convenience and safety in and about its depots, stations. 
 
106 OmO CORPOEATIONS. 
 
 and grounds, not inconsistent with the laws of the state, and cause 
 the same to be printed, and posted conspicuously upon its depots or 
 station buildings, and such policemen may enforce and compel 
 obedience to the same ; and the keeper of jaUs, lock-ups, or station- 
 houses in any of such counties shall receive all persons arrested by 
 such policemen, for the commission of any offense against such regu- 
 lations or the laws of the state, upon or along the railroad or prem- 
 ises of any such company, to be dealt with according to law. [64 
 V. 60, § 3.] S. & S. 121. 
 
 Sec. 3430. Policemen to wear badges. Each policeman so ap- 
 pointed and commissioned, shall wear in plain view, when on duty, 
 as heretofore specified, a metallic shield with the word "Police," 
 and the name of the railroad for which he is appointed inscribed 
 thereon, except while acting as detective in the discharge of his 
 duties for such railroad. [82 Ohio L. 51.] 
 
 Sec. 3431. Compensation of police. The compensation of such 
 policemen shall be paid by the company for which they are respect- 
 ively appointed, and at such rates as may be agreed upon by the 
 parties. [64 v. 60, § 5.] S. & S. 121. 
 
 Sec. 3432. When powers cease. When a company no longer 
 requires the services of a policeman so appointed, it may file a no- 
 tice to that effect, under its corporate seal, attested by its secretary, 
 in the several ofiices where the commission of such policeman is re- 
 corded, which shall be noted by the clerk upon the margin of the 
 record where the commission is recorded, and thereupon the power 
 of such poKceman shall cease and determine. [64 v. 66, § 6.] S. 
 & S. 121. 
 
 Sec. 3433. When a passenger conductor is a policeman. The con- 
 ductor of every train carrying passengers within this state is hereby 
 invested with all the powers, duties, and responsibilities of police 
 officers, while on duty on his train. [73 v. 166, § 1.] 
 
 Sec. 3434. When conductor may eject a passenger. When a pas- 
 senger is guilty of disorderly conduct, or uses any obscene language, 
 or plays any game of cards or chance for money, or any other thing 
 of value, upon any passenger train, the conductor of such train shall 
 stop his train at the place where such offense is committed, or at the 
 next stopping place of such train, and eject such passenger from 
 the train, using only such force as may be necessary to accomplish 
 
RAILROAD COMPANrES. 107 
 
 such removal ; and the conductor may command the assistance of 
 the employes of the company and of the passengers on such train 
 to assist in such removal ; but before doing so he shall tender to such 
 passenger such proportion of the fare he paid as the distance he then 
 is from the place to which he has paid fare bears to the whole dis- 
 tance for which his fare is paid. [73 v. 166, § 2.] 
 
 Sec. 3435. When lie may arrest a passenger. When a passenger 
 is guilty of any offense upon a passenger train, the conductor of 
 such train may arrest him and take him before any magistrate hav- 
 ing cognizance of such offense, in any county in this state in which 
 such train runs, and file an affidavit before such magistrate charging 
 him with such offense ; but in no case shall the liability of a railroad 
 company, for damages caused by the conduct of its conductor, be 
 affected by the provisions of this and the next preceding section. 
 [73 V. 166, § 3.] 
 
 Sec. 3436. Penalties against conductors for violations of certain sec- 
 tions. A conductor having charge of a passenger train within this 
 state, who willfully neglects his duty as required by the t-wo preced- 
 ing sections, or fails to use all the means in his power to carry out 
 the requirements of such sections, shall be deemed guilty of negli- 
 gence of official duty, and on conviction thereof, before any court 
 having competent jurisdiction, shall be fined not less than five nor 
 more than twenty-five dollars. [73 v. '166, § 4.] 
 
 Cohr blindness, employment of persons so affected, etc. That 
 no raUroad company shall hereafter contract to employ any 
 person in a position which requires him to distinguish form or color 
 signals, unless such person, within two years next preceding, has 
 been examined for color blindness, by liolingren's or other approved 
 test, and other defective sight, by some competent oculist or other 
 person employed and paid by the railroad company, and has received 
 a certificate that he is not disqualified for such position by color 
 blindness or other defective sight. Every railroad company shall 
 require such employe to be re-examined at least once within every 
 two years, at the expense of the railroad company ; provided, that 
 nothing in this section shall prevent any railroad company from con- 
 tinuing in its employment any employe having defective sight, in 
 all cases when such defective sight can be fully remedied by the use 
 
108 OHIO COEPOEATIONS. 
 
 of glasses or by other means satisfactory to the person making such 
 examinations. 
 
 Sec. 2. Penalty. A railroad company shall be liable to a 
 fine of one hundred doUals for each violation of the preceding sec- 
 tion. [82 Ohio L. 65.] 
 
 Time of arrival of trains. That every company or person op- 
 erating a railroad within this state shall, immediately after the 
 taking effect of this act, cause to be placed in a conspicuous place 
 in each passenger depot of such company, located at any sta- 
 tion in this state at which there is a telegraph office, a blackboard, 
 at least four feet in length and two feet in width, upon which 
 board such company or person shall cause to be written, at least 
 ten minutes before the schedule time for the arrival of each pas- 
 senger train stopping regularly upon such road at such station, the 
 fact whether such train is on schedule time or not, and if late, how 
 much. 
 
 Sec. 2. Penalty. That for each violation of the provisions 
 of this act, such company or person so neglecting or refusing to 
 comply with the provisions of this act, shall forfeit and pay the sum 
 of ten dollars (610.00) to be recovered in a civil action in the name 
 of the state of Ohio, one-half of which shall go to the party com- 
 mencing proceedings, and the remainder shall be paid over to the 
 treasurer of the township, village or city in which such proceedings 
 are had. [83 Ohio L. 118.] 
 
 STREET RAILWAYS. 
 
 Municipal regulations, etc. , over street railroads. 
 
 Sec. 2501. No corporation, individual, or individuals shall per- 
 form any work in the construction of a street railroad until applica- 
 tion for leave is made to the council, in writing, and council, by 
 ordinance, shall have granted permission, and prescribed the terms 
 and conditions upon, and the manner in which, the road shall be 
 constructed and operated, and the streets and alleys which shall be 
 used and occupied therefor ; and cities of the first and second grades 
 of the first class may renew any such grant at its expiration upon 
 such conditions as may be considered conducive to the public in- 
 terests. 
 
STREET RilLWAYS. 109 
 
 Sec. 2502. Nothing mentioned in the next preceding section 
 shall be done ; no ordinance or resolution to establish or define a 
 street railroad route shall be passed, and no action inviting proposals 
 to construct and operate such railroad shall be taken by the councU, 
 except upon the recommendation of the board of public works in 
 cities having such a board, and of the board of improvements in 
 other municipalities having such a board ; and no ordinance for the 
 purpose specified in said preceding section shall be passed until pub- 
 lic notice of the application therefor has been given by the clerk of 
 the corporation in one or more of the daily papers, if there be such, 
 and if not then in one or more weekly papers published in the cor- 
 poration, for the period of at least three consecutive weelcs ; and no 
 such grant as mentioned in said preceding section shall be made, 
 except to the corporation, individual or individuals, that will agree 
 to carry passengers upon such proposed railroad at the lowest rates 
 of fare, and shall have previously obtjiined the written consent of a 
 majority of the property holders upon each street or part thereof, 
 on the line of the proposed street railroad, represented by the feet 
 front of the property abutting on the several streets along which 
 such road is proposed to be constructed; provided, that no grant 
 nor renewal of any grant for the construction or operation of any 
 street railroad shall be valid for a greater period than twenty-five 
 years from the date of such grant or renewal ; and after such grant 
 or renewal of a grant is made, whether by special or general ordi- 
 nance, the municipal corporation shall not, during the term of such 
 grant or renewal, release the grantee from any obligation or liability 
 imposed by the terms of such grant or renewal of a grant. [81 
 Ohio L. 66.] 
 
 Sec. 2503. Grade of street. Before any street railroad shall be 
 constructed, on any street less than sixty feet in width, with a road- 
 way of thirty-five feet or under, the council shall provide that the 
 crown of the street shall be made a nearly flat uniform curve, from 
 curb to curb, without ditch gutters, and in such manner as to give 
 all wheeled vehicles the full use of the roadway up to the face of 
 the curb, after the plan of the streets in the cities of Philadelphia 
 and New York. And on 'any street, whenever the tracks of two 
 street railroads, or of a street railroad and a steam railroad, cross 
 each other at a convenient grade, the crossings shall be made with 
 
110 OHIO COEPOEATIONS. 
 
 crossing frogs of the most approved pattern and materials, and kept 
 up and in repair at the joint expense of the companies owning said 
 tracks. [78 Ohio L. 296.] 
 
 Sec. 2504. Pavement. The council may require any part or all 
 of the track between the rails of any street railroad, constructed 
 within the corporate limits, to be paved with gravel, bowlders, or 
 the Nicholson, or other wooden pavement, as may be deemed proper ; 
 but without the corporate limits, paving between the rails with 
 bowlders, or the Nicholson, or other wooden pavement, shall not be 
 required. 
 
 Sec. 2505. Extension of track. The council of any city or vil- 
 lage may grant permission, by ordinance, to any corporation, indi- 
 vidual, or company owning, or having the right to construct, any 
 street railroad, to extend their track, subject to the provisions of 
 sections 3437, 3438, 3439, 3440, 3441, 3442, and 3443, on any 
 street or streets where couneil may deem such extension beneficial 
 to the public ; and when any such extension is made, the charge for 
 carrying passengers on any street railroad so extended, and its con- 
 nections made with any other road or roads, by consolidation under 
 existing laws, shall not be increased by reason of such extension or 
 consolidation. [77 Ohio L. 43.] 
 
 Sec. 3437. Where street railways may he constructed. Street rail- 
 ways, with single or double tracks, side-tracks, and turn-outs, may 
 be constructed or extended within or without, or partly within and 
 partly without, any municipal corporation or unincorporated village ; 
 and offices, depots, and other necessary buildings for such railways 
 may also be constructed. [67 v. 10, § 1.] 
 
 Sec. 3438. Who may grant authority to construct same — Proviso. 
 The right so to construct or extend such railway, within or beyond 
 the limits of a municipal corporation, can be granted only by the 
 council thereof, by ordinance, and the right to construct such rail, 
 way within or beyond the limits of an incorporated village can 
 be granted only by the county commissionei-s, by order entered on 
 their journal ; and, after said grant of renewal of any grant shall 
 have been made, whether by general or special ordinance, or by 
 order of the county commissioners, neither the municipal corpora- 
 tion nor the county commissioners shall release the grantee from 
 any obligations or liabilities imposed by the terms of said grant or 
 
STREET RAILWAYS. Ill 
 
 renewal of a grant during the term for which said grant or renewal 
 shall have been made: provided, that no authority shall be given 
 by such municipal or county authorities to occupy the track, 
 whether single or double, or other structure of any existing street 
 railways, for more than one-eighth of the entire distance between 
 the termini of the route, as actually constructed, operated, and run 
 over, of the company or individual to whom such grant is made; 
 except, however, in granting permission to extend existing routes 
 in cities of the first, second, and third grade of the first class, and 
 first grade, second class, such cities, and the companies owning such 
 route, shall have the same rights and powers they have under the 
 laws and contracts now existing; and that no extension of any 
 street railroad, located wholly without any such city, or of any 
 street railroad, wherever located, which has been or shall be built 
 in pursuance of a right obtained from any source or authority 
 other than a municipal corporation, shall be made within the limits 
 of such city, except as a new route, and subject to the provisions 
 of sections' 2501 and 2502. [80 Ohio L. 173.] 
 
 Sec. 3439. Written consent of owners. No such grant shall be 
 made until there is produced to council, or the commissioners, as 
 the case may be, the written consent of the owners of more than 
 one-half of the feet front of the lots and lands abutting on the 
 
 § 3439. When a city council grants permission to construct a street railroad, 
 without the consent of the owners of property on the street in which it is about 
 to be constructed, as required by statute, the construction ot the railroad may 
 be enjoined at the suit of such owners. Roberts v. Easton, 19 Ohio St. 78. 
 
 The consent of the necessary number of property owners on the street is 
 a prerequisite to the power of council to grant permission for the construc- 
 tion of a street railroad therein, and the act of tlie council in granting such 
 permission is rot conclusive against such property owners, of the fact that 
 the requisite majority have given their assent to such construction of the 
 proposed road. lb. 
 
 "When a single-track railroad has been carefully constructed, with the req- 
 uisite consent of the property holders on the street, and it is afterward pro- 
 posed to construct another track on the same street, the consent of any of 
 the property owners to the construction of the first track can not be counted 
 as an assent to the construction of the second, as against those who remoD' 
 strateagainstthe added track. lb. 
 
 Street railroad company, with permission of city or village, may under 
 certain restrictions, extend track beyond termin' named in articles. Sims 
 V. St. E. R. Co., 37 Ohio St. 556. 
 
112 OHIO COEPOEATIONS. 
 
 Street or public way, along which it is proposed to construct such 
 railway or extension thereof; and the provisions of sections 2501 
 and of 2503 to 2505, inclusive, so far as they are applicable, shall 
 be observed in all respects, whether the railway proposed is an ex- 
 tension of an old or the granting of a new route: provided, that 
 this act shall not apply to any county containing a city of the 
 second grade of the second class. [80 Ohio L. 173.] 
 
 Seo. 3440. Wlteii property may he appropriated. When the coun- 
 cil or commissioners make such grant, the company or person to 
 whom the grant is made may appropriate any property necessary 
 therefor, when the owner fails to expressly waive his claim to dam- 
 ages by reason of the construction and operation of the railway. 
 [63 V. 55, § 4; 61 v. 53, § 1.] S. & S. 136-137. 
 
 Sec. 3441. The authority controlling the public road mud consent. 
 If the public road along which the railway is to be constructed is 
 owned by a person or company, or is within the control or manage- 
 ment of the board of public works or other public officer, such per- 
 son, company, or officer may agree with the person or company 
 constructing the railway as to the terms and conditions upon which 
 the road may be occupied. [67 v. 10, § 1.] 
 
 Sec. 3442. Form of oath in appropriation proceedings. In case 
 of appropriation of property for such purpose, the oath to be ad- 
 ministered to the jury shall be as follows : " You and each of you 
 do solemnly swear that you will justly and impartially assess, ac- 
 cording to your best judgment, the amount of compensation which 
 is due to [here name the owner or owners], by reason of the appro- 
 priation of the street or avenue [as in the statement described], 
 irrespective of any benefit from any improvement proposed by said 
 [here name the company, individual, or company of individuals], 
 and that you will, in assessing any damages that may accrue to 
 [here name the owner or o\vners], by reason of the appropriation, 
 other than the compensation, furtlier ascertain how much less valu- 
 able the lot or lots of said [here name the owner or owners], will be 
 in consequence of such appropriation." And the jury, in ascertain- 
 ing. such compensation or damages, shall determine the amount 
 thereof, without reference to the distinction between a public aud a 
 private nuisance, and the effect of such distinction upon the right 
 of such owner or owners tj claim compensation or damages, and the 
 court shall, if requested, so direct the jury. [63 v. 55, § 5.] S. 
 & S. 138. 
 
UNION DEPOT COMPANIES. 113 
 
 Beg. 3443. Council, etc. , may fix terms and conditions. Council, 
 or the commissioners, as the case may be, shall have the power to 
 fix the terms and conditions upon which such railways may be con. 
 structed, operated, extended, and consolidated. [67 v. 10, § 1 ; 
 66 V. 140, § 1.] 
 
 INCLINED PLANE RAILWAYS. 
 
 Sec. 3444. Powers of inclined plane railway companies. An in- 
 clined plane railway company may construct, operate, and maintain 
 an inclined plane railway, for the conveyance of passengers and 
 freight, or either, with such offices, depots, and other buildings as 
 it may deem necessary, and may establish and maintain a park or 
 pleasure grounds, and for such purpose may acquire and hold real 
 estate. [73 v. 229, § 2.] 
 
 Sec. 3445. How street crossings to be made. When the part of 
 the railway of such company, which is operated by steam power, 
 crosses a public street or highway, it must pass either over or under 
 such street or highway, and shall be constructed in such manner, 
 and at such distance above or below the same as not to obstruct 
 the ordinary use of such street or highway. [73 v. 229, § 10.] 
 
 UNION DEPOT COMPANIES. 
 Section Section 
 
 3446. Who may file articles of incor- S450, By-laws, rules, and regulations. 
 
 poration. 3451. Liability of the several com- 
 
 3447. The articles of incorporation. panics. 
 
 3448. Stock owned in equal propor- 3452. Certain laws applicable to such 
 
 tion ; powers. companies. 
 
 3449. Who to be directors of the 3453. Guaranty and sale of obliga- 
 
 company. tions. 
 
 Sec 3446. Who may file articles of incorporation. The presidents 
 of two or more railroad companies, running railroads to the same 
 city, town, or village, may, by the consent and under the direction 
 of their respective boards of directors, file articles of incorporation 
 in the office of the secretary of state, for the purpose of pur- 
 chasing depot grounds, and locating, constructing, and maintaining 
 a coipmon or union station-house and passenger depot, and a union 
 railroad by two or more tracks connecting the railroads of such 
 companies for business purposes. [65 v. 63, § 1.] 
 
 g 3443. When street railroad companies may use tracks in common. 
 fi. B. Co. V. E. R. Co., 36 Ohio St. 239. 
 8 
 
114 OHIO C0EP0EATI0N8. 
 
 Sec. 3447. The articles of incorporation. The articles of incor- 
 poration shall specify — 
 
 1. The name assumed by such company. 
 
 2. The names of the companies, and the city, village, or town 
 where such depot and connection tracks are proposed to be con- 
 strjicted. 
 
 3. The amount of capital stock necessary to obtain a site, and 
 construct and maintain such depot and tracks. 
 
 The articles signed by the presidents in behalf of the companies, 
 with the corporate seals of the companies annexed thereto, shall be 
 forwarded to the secretary of state, who shall record and preserve 
 the same in his office ; a copy thereof, duly certified by the secretary 
 of state, shall be evidence of the existence of such company; and 
 thereafter such company may contract and be contracted with, sue 
 and he sued, locate and take releases of right of way and depot 
 grounds, and appropriate so much land as may be necessary for 
 such depot and tracks. [65 v. 63, § 1.] S. & S. 122. 
 
 Sec. 3448. Stoeh owned in equal proportion — Poivers. The com- 
 panies whose boards of directors authorize the filing of the articles 
 of incorporation , or assent thereto, shall each be held to own and 
 be liable to pay an equal proportion of the capital stock ; and the 
 provisions of section three thousand two hundred and eighty-one shall 
 be applicable to such company. [65 v. 63, § 2.] S. & S. 122. 
 
 Sec. 3449. Who to he directors of the company. The president of 
 each company which enters into such arrangement shall, ex officio, be 
 a director in the union company, unless the board of directors of 
 such company appoint some other person as director ; aU questions 
 which affect pecuniary liabilities and expenditures shall require the 
 concurrence of two-thirds of all the directors ; all officers, agents, 
 and employes of the union company shall be appointed by the con- 
 currence of all the members of the board, and may be discharged 
 by any two members thereof; and the board shall keep a record of 
 its proceedings, which shall be open to the inspection of the stock- 
 holders and directors of the companies. S. & S. 122. 
 
 Sec. 3450. By-laws, rules, and regulations. The board may pass 
 by-laws, rules, and regulations, not inconsistent with the charters 
 of the companies, for its government, and for the regulation of the 
 depot, depot grounds, and the business thereof, and shall appoint 
 such officers and agents as may be necessary ; it shall adopt, and 
 
MAGNETIC TELEGEAPH COMPANIES. 115 
 
 post conspicuously in the passenger house, such rules and regula- 
 tions as will control the conduct of all runners, solicitors, hackmen, 
 and drivers of vehicles ; and the officers and agents of the company 
 shall have the same authority to arrest and bring to justice pick- 
 pockets, thieves, and persons who violate the public peace, and per- 
 sons who violate any such rules and regulations so posted, and per- 
 sons wlio commit crimes and misdemeanors while on the depot 
 grounds, as constables have by law within their respective town- 
 ships. [65 v. 63, § 3.] S. & S. 122. 
 
 Sec. 3451. Liability pf the several companies. The several com- 
 panies represented by the union company shall be jointly liable 
 to the public, and all persons who contract with the union com- 
 pany, for all contracts made and damages caused by the union 
 company ; and, as between themselves, shall be liable to each other 
 in the proportion of the interest of each in the union property, and 
 for all damages, costs, and expenses which arise from the fault or 
 neglect of thfeir respective officers and employes. S. & S. 123. 
 
 Sec. 3452. Certain laws ajyplicable to such companies. All laws 
 for the protection of railroads and their property, and relating to 
 or enforcing the duties and obligations of officers, agents, and em- 
 ployes of railroad companies to the public and to railroad companies, 
 or to either, shall be applicable to the railroad tracks, property, offi- 
 cers, agents, and employes of such union company. S. & S. 123. 
 
 Sec. 3453. Guaranty and sale of obligations. The stockholders 
 of such company may guarantee the payment of any notes or bonds 
 the company lawfully issues, and it may dispose of the s^ime at such 
 rate of premium or discount as the directors may deem best for its 
 interests. [65 v. 191, § 1.] S. & S. 123. 
 
 MAGNETIC TELEGEAPH COMPANtES. 
 Section Section 
 
 3454. Powers of companies. 3460. When the lands lie in more 
 
 3455. Further powers. than one county. 
 
 3456. May enter upon and appropri- 3461. How right to use public grounds 
 
 ate lands. acquired. 
 
 3457. Limitation upon such author- 3462. Must receive and transmit dis- 
 
 ity. patches, except from com- 
 
 3458. When the land to be appropri- peting lines. 
 
 ated is held by a corporation. 3403. When to forward messages by 
 
 3459. When such land is held by a mail. 
 
 railroad company. 
 
116 OHIO CORPORATIONS. 
 
 Section Section 
 
 3464. Agent must indorse dispatch, 3468. When and how telegraph 
 
 when., structures may he removed. 
 
 3465. Penalties for not transmitting 3469. How and when repair of struc- 
 
 or delivering message. tures enforced. 
 
 3466. Penalties against persons con- 3470. Companies may consolidate. 
 
 nected with companies. 3471. Chapter applies to telephone 
 
 3467. Penalties for knowingly trans- companies. 
 
 mitting dispatches forged, etc. 
 
 Sec. 3454. Powers of companies. A magnetic telegraph com- 
 pany heretofore or hereafter created may construct telegraph lines, 
 from point to point, along and upon any public road, by the erec- 
 tion of the necessary fixtures, including posts, piers, and abutments 
 necessary fur the wires ; but the same shall not incommode the pub- 
 lic in the use of such road. [50 v. 274, § 47.] S. & C. 299. 
 
 Sec. 3455. Powers of telegraph companies — Unlaioful to contract 
 for exclusive right of way. Any such company may construct, own, 
 use, and maintain any line or lines of magnetic telegraph, whether 
 described in its original articles of incorporation or not, aijd whether 
 such line or lines are wholly within or partly beyond the limits of 
 this state, and may join with any other company or association in 
 conducting, leasing, owning, using, or maintaining such line or 
 lines, upon such terms as may be agreed upon between the directors 
 or managers of the respective companies ; and such companies may 
 own and hold any interest in any such line or lines, or may become 
 lessees of such line or lines, upon such terms as may be agreed 
 upon ; but it shall be unlawful for any such company or companies, 
 and the owner or owners of rights of way to contract for the ex- 
 clusive use thereof for telegraphic purposes. [77 Ohio L. 264.] 
 
 Sec. 3456. May enter upon and appropriate land. Any such 
 company may enter upon any land, whether held by an indi- 
 vidual or a corporation, and whether acquired by purchase or appro- 
 priation, or in virtue of any provision in its charter, for the pur- 
 pose of making preliminary examinations and surveys, with a view 
 to the location and erection of lines of magnetic telegraph, and may 
 appropriate so much thereof as may be deemed necessary for the 
 erection and maintenance of its telegraph poles, piers, abutments, 
 wires, and other necessary fixtures, and for stations, and the right 
 of way over such lands and adjacent lands sufficient to enable it to 
 construct and repair its lines. [62 v. 72, § 1.] S. & C. 153. 
 
MAGNETIC TELEGEAPII COMPANIES. 117 
 
 Sec. 3457. Limitation upmi sack authority. No such company shall, 
 without the consent of the owner thereof, in writing, enter a building 
 or edifice, or use or appropriate any part thereof, or erect any tele- 
 graph pole, pier, or abutment in any yard or inclosure within which an 
 edifice is situate, nor, in cases not provided for in section three thou- 
 sand four hundred and sixty-one, erect any telegraph pole, pier, abut- 
 ment, wires, or other fixtures, so near to any edifice as to occasion 
 injury thereto, or risk of injury, in case such pole, pier, or abut- 
 ment be overthrown, nor injure or destroy any fruit or ornamental 
 tree. [62 v. 72, § 1.] S. & C. 153. 
 
 Sec. 3458. When land to be appropriated is held by a corporation. 
 When lands sought to be appropriated for lines of magnetic tele- 
 graph are held by a corporation incorporated under any law of this 
 state, whether held by purchase, or in virtue of any appropriation 
 authorized by its charter or by any law of this state, the right of 
 the company to appropriate such lands shall be limited to such use 
 of the same as shall not, in any material degree, interfere with the 
 practical uses to which the company is authorized to put such lands 
 under its charter; and no such company shall erect poles, piers, 
 abutments, wires, or other necessary fixtures, in such close proxim- 
 ity to any other line of magnetic telegraph authorized by law to 
 be constructed as to interfere mechanically with the practical work- 
 ing of such telegraph. [62 v. 72, § 2.] S. & S. 153. 
 
 Sec. 3459. When such land is held by a railroad company. The 
 right of such company to use lands held by a railroad company, for 
 the permanent structures of such telegraph, shall be limited to the 
 land which lies within five feet of the outer limits of the right 
 of way of the railroad company, where it is practicable to erect the 
 line within those limits ; when the company seeks to appropriate 
 lands that lie beyond those limits, its petition must set forth the 
 facts showing that it is impracticable to erect such line within said 
 limits, and designate, either by a survey and map, or by reference 
 to monuments, or by other means of easy identification, the place 
 or places where the company seeks to establish the line ; the pro- 
 bate court shall, in all instances, determine, if it be controverted by 
 the railroad company, whether the erection of the line at the place 
 or places designated will, in any material degree, interfere with the 
 practical uses to which such railroad company is authorized to put 
 such land ; and if the court is satisfied that it will so interfei-e, it 
 
118 OHIO COEPOEATIONS. 
 
 shall reject the petition, or require the structure to be erected at 
 such other place or places as the court shall direct ; but nothing in 
 this chapter shall be so construed as to authorize any company to 
 appropriate the use of the track or rolling-stock of any railroad 
 company for the purpose of transporting poles, materials, or the em- 
 ployes of such telegraph company, or for any other purpose what- 
 ever. [62 V. 72, § 3.] S. & S. 154. 
 
 Sec. 3460. When the lands lie in more than one county. Proceed- 
 ings to appropriate lands to the use of a company, against a de- 
 fendant whose adjoining or continuous lands lie in more than one 
 count}', may be instituted in any county in which any part of such 
 lands lie, and the damages shall be assessed, in one proceeding, in 
 respect of all such lands of the defendant sought to be appropriated, 
 whether lying in the county wherein the court is sitting, or in other 
 counties. [62 v. 72, § 4.] S. & S. 154. 
 
 Sec. 3461. Soiu right to use public ground acquired. When any 
 lands authorized to be appropriated to the use of a company are 
 subject to the easement of a street, alley, public wa}', or other 
 public use, within the limits of any city or village, the mode of use 
 shall be such as shall be agreed upon between the municipal au- 
 thorities of the city or village and the company ; and if they can 
 not agree, or the municipal authorities unreasonably delay to enter 
 into any agreement, the probate court of the county, in a proceed- 
 ing instituted for the purpose, shall direct in what mode such tele- 
 graph line shall be constructed along such street, alley, or public 
 way, so as not to incommode the public in the use of the same ; but 
 nothing in -this section shall be so construed as to authorize any 
 municipal corporation to demand or receive any compensation for 
 the use of a street, alley, or public way, beyond what may be neces- 
 sary to restore the pavement to its former state of usefulness. [62 
 V. 72, § 5.] S. & S. 154. 
 
 Sec. 3462. Must receive and transmit dispatches for otlier lines. 
 Every company, incorporated or unincorporated, operating a tele- 
 graph line in this state shall receive dispatches from and for 
 
 ? 3462. Telephone company must receive dispatches for telegraph and 
 other companies without discrimination. State v. Telephone Co., 36 Ohio St. 
 296. 
 
 Telegraph company can not stipulate against damages for error arising 
 from its own negligence. Telegraph Co. v. U-riiwold, 37 Ohio St. 301. 
 
MAGNETIC TELEGRAPH COMPANIES. 119 
 
 other telegraph lines, and from or for any individual ; and on pay- 
 ment of it^ usual charges for transmitting dispatches, as established 
 by the rules and regulations of the company, shall transmit the 
 same with impartiality and good faith, under a penalty of one hun- 
 dred dollars for each case of neglect or refusal so to do, to be re- 
 covered, with cost of suit, by civil action, in the name and for the 
 benefit of the person or company sending or forwarding, or desiring 
 to send or forward, the dispatch. [77 Ohio L. 264.] 
 
 Sec. 3463. When to forward messages. When the person who 
 sends a dispatch desires to have it forwarded over the lines of 
 other telegraph companies, whose termini are respectively within 
 the limits of the usual delivery of such companies, to the place of 
 final destination, and tenders to the first company the amount of 
 the usual charges for the dispatch to the place of final delivery, the 
 company shall receive the same, and, without delaying the dis- 
 patch, shall pay to the succeeding line the necessary charges for the 
 remaining distance ; and the succeeding line shall accept the same, 
 and forward the dispatch in the same manner as if the sender had 
 applied to it in person, and paid the usual charges, and for the omis- 
 sion so to do it shall be liable to a like penalty, as provided in the 
 last section. [62 v. 72, § 8.] S. & S. 155. 
 
 Sec. 3464. Agent must indorse dispatch, when. "When applica- 
 tion is made to any such company to send a dispatch, the ofiicer, 
 agent, clerk, or servant appointed by the company to receive dis- 
 patches at that station shall inform the applicant, and, if required 
 by him, write upon the dispatch, that the line is not in working or- 
 der, or that the dispatches on hand for transmission will occupy the 
 time so that the dispatch offered can not be transmitted within the 
 time required, if the facts are so ; and for an omission so to do, 
 or for intentionally giving false information to the applicant in re- 
 lation to the time within which the dispatch offered may be sent, 
 such officer, agent, clerk, or servant, and the company by which he 
 is employed, shall incur the penalty provided in section thirty-four 
 hundred and sixty-two. [62 v. 72, § 8.] S. & S. 155. 
 
 Sec. 3465. Penalties for not transmitting or delivering message. 
 Every telegraph company, incorporated or unincorporated, operating 
 
 I 3465. In case of failure to deliver a telegraphic message, the company is 
 only liable for such damages as naturally flow from the breach of contract, 
 or such as may fairly be supposed to have been within the contemplation of 
 
120 OHIO CORPOEATIONS. 
 
 any telegraph line in this state, shall transmit and deliver all dispatches 
 in the order in which they are received for transmission or delivery, 
 under the lilie penalty of one hundred dollars, as provided in section 
 thirty-four hundred and sixty-two; but arrangements may be made with 
 the proprietors or publishers of newspapers for the transmission, for 
 the purpose of publication, of intelligence of general and public inter- 
 est, out of its regular order, and dispatches by officers of the state or 
 the United States, on public business, may have preference over all 
 private business, when the public interest requires such preference; 
 no company shall be required to deliver dispatches at a greater distance 
 from the station at wliioh they are received than its published regula- 
 tions require; and if an applicant direct a dispatch to be mailed at the 
 place of delivery, and offer to pay the necessary postage thereon, the 
 company shall affix the necessary postage stamp, and mail the dispatch 
 in time for the first mail that departs after such dispatch is received 
 at the office of delivery, and for the omission so to do the company 
 shall be liable to a like penalty as provided in section thirty-four hundred 
 and sixty-two. [62 v. 72, § 9.] 
 
 Sec. 3466. Penalties against persons connected with companies. Any per- 
 son connected with a telegraph company, incorporated or unincor- 
 porated, operating a line of telegraph in this state, in any capacity, 
 who willfully divulges the contents or the nature of the contents of a 
 private communication, intrusted to him for transmission or delivery, 
 or who willfully neglects or refuses to transmit or deliver the same, or 
 willfully delays the transmission or delivery of the same, with a view 
 to injure the sender or intended receiver thereof, or to benefit himself 
 or any other person, shall be imprisoned in the county jail not exceed- 
 ing three months, or fined not exceeding five hundred dollars, at the 
 discretion of the court. [62 v. 72, g 10.] 
 
 Sec. 3467. Penalties for knowingly transmitting dispatches forged, etc. A 
 person who knowingly transmits by telegraph line any false communi- 
 cation or intelligence, with intent to injure any person, or to speculate 
 in any article of merchandise, commerce, or trade, or with intent that 
 another may do so, or knowingly sends or delivers a dispatch that is 
 forged, or not authorized by the person whose name purports to be signed 
 thereto, shall be liable to the same penalty as is provided in section 
 thirty-four hundred and sixty-two. [62 v. 72, §11.] S. & S. 156. 
 
 the parties, at the time the contract was made. Bank v. Telegraph Co., 30 
 Ohio St. 555. 
 
 If the telegraph company is in default, but its default is made mischievous 
 to a plaintiff only by operation of some other intervening cause, such as the 
 dishonesty of athird person, the rule " causa proxima non remota speciaiur" 
 applies, and the company can not be made responsible for the loss occasioned 
 by such third person. lb. 
 
MAGNETIC TELEGRAPH COMPANIES. 121 
 
 Sec. 3468. When and how telegraph structures may be removed. If, at any 
 iime after the erection of a line of magnetic telegraph upon lands held 
 jy a corporation, the corporation have occasion to use the land upon 
 (phich a telegraph pole, pier, abutment, or other fixture has been erected, 
 'or any of the purposes authorized by its charter, the company shall re- 
 nove such pole, pier, abutment or fixture, to such convenient place as 
 nay be designated by the corporation requiring the use of the ground, 
 ipon reasonable notice, given in writing, and erect the same in such 
 lew place, so as not to interfere with the practical uses to which the" 
 jorporation is authorized to put such land; and if it is impracticable 
 ;o erect a line of magnetic telegraph upon the lands of such corporation, 
 in consequence of the uses to which the corporation put'the lands, the 
 ;elegraph company may appropriate adjoining lands, by a separate 
 Droceeding for that purpose. [62 v. 72, § 12.] S. & S. 156. 
 
 Sec. 3469. Repair of structures enforced. If, at any time after the erec- 
 tion of such telegraph line on the lands of a corporation, the corpora- 
 tion apprehend danger, or risk of danger, to its works or practical 
 jperations, in consequence of decay or defect in the mode of structure 
 jf any of the works of the telegraph company, it may require the com- 
 pany, upon five days' notice, in writing, to repair such decayed or de- 
 fective works; or, if the danger is imminent, so as not to admit of delay, 
 the corporation may, without notice, repair the defect, and recover the 
 [■easonable expense thereof, with costs of suit, before any court of 
 3ompetent jurisdiction. [62 v. 72, § 13,] S. & S. 157. 
 
 Sec. 3470. Consolidation. Where two or more telegraph companies, 
 whose several lines are not parallel or in competition with each other, 
 md when so united will form a continuous line for receiving and trans- 
 mitting dispatches, desire to consolidate into a single corporation, they 
 may do so in the manner, and subject to the rules provided in chapter 
 two for the consolidation of railroad companies. [78 Ohio L. 26.] 
 
 Sec. 3471. Chaper applies to telephone companies. The provisions of 
 ;his chapter shall apply also to any company organized to construct 
 my line or lines of telephone ; and every such company shall have 
 the same powers, and be subject to the same restrictions, as are herein 
 prescribed for magnetic telegraph companies. 
 
 in Act to prevent trespass by the employes of telegraph companies, and 
 other persons, and prescribing the penalty therefor. 
 
 Section 1. Be it enacted ly the General Assembly of the State of Ohio, 
 That any person engaged either for himself, or asan officer, clerk, agent, 
 servant, or other employe of any corporation, company, firm, or person 
 ioing business wholly or partly in the state of Ohio, as receivers and 
 transmitters of messages or other communications, either by telegraph, 
 ielephone, or other similar means, or of any electric light, district tele- 
 
122 
 
 OHIO COEPOEATIQNb. 
 
 graph, or other company, person, firm, or corporation, who shall enter 
 into or upon the premises, building or buildings, of anoiher for the pur- 
 pose of constructing, altering, repairing, or examining the wires, poles, 
 insulators, frames, or other appendages belonging to such corporation, 
 company, iirm, or person, without the written consent of the owner or 
 agent of such premises, building or buildings, or shall attach thereto 
 any wire, pole, insulator, frame, or other appendage whatsoever, with- 
 out such consent, shall be fined not less than ten nor more than one 
 -hundred dollars. [82 Ohio L. 165.] 
 
 TURNPIKE AND PLANK-EOAD COMPANIES. 
 
 Section 
 
 3172. Powers of companies. 
 
 3473. Suppleiiiuntal articles, etc. 
 
 3474. May use btoiie, gruvel, or plank. 
 
 3475. May enter upon and appropri- 
 
 ate land. 
 
 3476. How right to use bridge or 
 
 street acquired.' 
 
 3477. Width and grade. 
 
 3478. How authority to take toll ac- 
 
 quired. 
 
 3479. Penalties for evading toll- 
 
 gates. 
 
 3480. Milestones to be put up. 
 
 3481. Rates of toll. 
 
 3482. JJepair of roads within munic- 
 
 ipalities. 
 
 3483. Proceedings to enforce repair. 
 
 3484. Kepair of roads outside of mu- 
 
 nicipalities. 
 
 3485. Appeals in such cases. 
 
 3486. Penalties against toll-gatherers 
 
 for detaining travelers. 
 
 3487. Penalties for fast riding ordriv- 
 
 ing over bridges. 
 
 3488. Penalties for obstructins; roads. 
 
 3489. How penalties to bo recovered. 
 
 3490. Travelers must, on meeting, go 
 
 to the right. 
 
 3491. When municipal limits are ex- 
 
 tended beyond a toll-gate. 
 
 3492. May sell road or bridge in such 
 
 liniiU to city or village. 
 
 3493. Foreclosure of mortgages on 
 
 roads. 
 
 Section 
 
 3494. Appraisers ; the purchaser 
 
 takes the franchise. 
 
 3495. How road surrendered to 
 
 county. 
 
 3496. How such transfer to be evi- 
 
 denced. 
 
 3497. Private sale of roads. 
 
 3498. When and how road may be 
 
 sold to county commission- 
 ers. 
 
 3499. How road appraised for sale. 
 8500. The purchase by the commis- 
 sioners, and effect thereof. 
 
 3501. The issue of bonds therefor, 
 
 and the tax for their redemp- 
 tion. 
 
 3502. Fees of appraisers, county 
 
 auditor, and treasurer. 
 
 3503. Sale of road in one county does 
 
 not affect portion of road in 
 anolher. 
 
 3504. Transfer not to affect creditors. 
 
 3505. Additional stock authorized. 
 
 3506. Two or more companies may 
 
 consolidate. 
 
 3507. May assist a road which is an 
 
 extension. 
 
 3508. May assist an Intersecting free 
 
 turnpike. 
 
 3509. Accounts each company must 
 
 keep. 
 
 3510. The books a company must 
 
 keep. 
 
 3511. Toll-gatekeepers must report. 
 
a?UENPni:E and plank-road companies. 123 
 
 Section Section 
 
 3512. Directors' annual report to 3524. When such company may in- 
 
 stookhoWers. crease capital stock. 
 
 3513. Treasurer to hold no other of. 3525. Proceedings for such purpose. 
 
 fice in company. 3526. Company may divide its road. 
 
 3514. Toll-gate keeper to be deemed 3527. Proceedings to effect subdivis- 
 
 the agent of the company. ion. 
 
 3515. How obstructing fences may be 3528. Keorganization of separate 
 
 removed. companies. 
 
 3516. Company may assess stockhold- 3529. Names of new companies. 
 
 ers. 3530. Roads may be sold on execu- 
 
 3517. Notice of meeting for that pur- tion. 
 
 pose. 3531. The levy and appraisement. 
 
 3518'. Proceedings thereat. 3532. When an order for appraise- 
 
 3519. Collection of assessments. ment may be made. 
 
 3520. Those assessed for improved 3533. The purchaser takes the fran- 
 
 roads may become ineorpo- ohise. 
 
 rated. 3534. Transcripts to bo filed with 
 
 3521. Who to be stockholders. secretary of ttate. 
 
 3522. Certificates of stock to be is- 3535. When right to take toll may be 
 
 sued. sold on execution. 
 
 3523. Powers of such companies. 3536. Certificate of such sale, and its 
 
 effect. 
 
 Sec. 3472. Powers of companies. A turnpike or plank-road com- 
 pany may construct a turnpijte or plank-road, as shall be named in 
 its articles of incorporation, between the termini named therein, 
 and, when it is so designated in the articles of incorporation-, may 
 improve and hold more than one road, when such roads diverge 
 from one point, or branch from each other in the course of their 
 routes. [50 v. 274, § 32 ; 51 v. 484, § 2.] S. & C. 239, 319. 
 
 Sec. 3473. Supplemental articles, eta. Any such company may 
 file supplementary articles, for the specification and designation of 
 an additional branch road connected with any previous work con- 
 structed by it, and may unite with any other turnpike or plank-road 
 company in maintaining and holding any road in common between 
 them, and divide the proceeds thereof in proportion to their inter- 
 est. [51 V. 484, § 3.J S. & C. 319. 
 
 Sec. 3474. May use stone, gravel, or plank. Any turnpike or 
 plank-road company, in the construction or repair of its road, may 
 make or construct any part tliereof with either stone, gravel, or 
 plank, as one or the other material may be most; onvauient for suck 
 part of the road ; when plank is used it must be two and oue-!)alf 
 
124 OHIO COEPORATIONS. 
 
 inches thick, and cover sufficient of the road for the accommodation 
 of teams, and may be placed in the center or on either side of 
 the road ; and a change of material must not impair the utility of 
 the road, or render it less valuable to the traveling public. [50 v. 
 274, § 33 ; 51 v. 395, § 2 ; 52 v. 24, § l.J S. & C. 295, 334, 370. 
 
 Sec. 3475. May enter upon and appropriate lands. Any such 
 company, or its agents, may lay out, locate, survey, and make the 
 turnpike or plank-road for the making of which it is incorporated, 
 through any improved or unimproved lands, on the best route be- 
 tween the points or places designated in the articles of incorporation, 
 contracting for and paying the owners of the land over which the 
 road passes the damage done thereto by laying out and making the 
 road, and for materials taken therefrom for constructing or repair- 
 ing the same ; when the company and the owner can not agree as 
 to the amount of compensation, or when the owner is unknown or 
 incapable of contracting, then such damages shall be assessed and 
 paid in the manner prescribed by law ; and when any part of the 
 road is rendered unsafe for travel by the current of any river, 
 water-course, or other unavoidable cause, the company may change 
 the location of the road at such place so far as may be necessary, 
 and may appropriate land therefor in the manner aforesaid. [50 v. 
 274, § 32 ; 62 v. 36, § 1.] S. & C. 293 ; 8. & S. 116. 
 
 Sec. 3476. How right to use bridge or street acquired. Whenever 
 a company deems it expedient or necessary, in laying out or build- 
 ing a turnpike or plank-road for which it has become incorporated, 
 _to enter upon and take possession of any road, street, alley, or bridge, 
 it shall present to the commissioners of the county in which such 
 road, street, alley, or bridge is situate, a petition, signed by at least ■ 
 twelve citizens living upon or being interested in such road, street, 
 alley, or bridge, and shall cause a notice to be published in some 
 newspaper of general circulation in the county, for four consecutive 
 weeks, of the object and prayer of such petition, that remonstrances 
 may be made thereto ; and the commissioners, at their next meet- 
 ing after the presentation of such petition, notice having been given 
 as aforesaid, shall hear and determine the same ; and if it appear 
 that it will be for the interest of the community using such 
 road, street, alle}', or bridge, to have the same taken and used for 
 the purpose of constructing such turnpike or plank-road thereon, 
 the commissioners shall grant a permit, in writing, to the company, 
 
TURNPIKE AND PLANK-EOAD COMPANIES. 125 
 
 to take and use the same on such terras as they may deem fit for 
 the interest of the community ; and the company shall thereby ac- 
 quire an exclusive right of way in such road, street, alley, or bridge; 
 but nothing in this section shall be so construed as to extend to 
 roads, streets, alleys, or bridges within the limits of a city or village 
 in this state, nor to any macadamized road. [63 v. 61, § 4.] S 
 & S. 141. 
 
 Sec. 3477. Width and grade. All turnpikes and plank-roads 
 shall be opened not exceeding sixty feet wide, thirty feet of which 
 shall be cleared of brush and logs, and at least sixteen feet shall be 
 made an artificial road, composed of stone, gravel, wood, or other 
 convenient material, well compacted together in such manner as to 
 secure a firm, even, and substantial road, and in no case shall the 
 ascent in any such road be greater than five degrees ; but when a 
 company has been licensed by the county commissioners as directed 
 by law, and has collected tolls cm its road for ten years or upward, 
 it may demand and receive such tolls thereon as are authorized by 
 law, when the grade does not exceed seven degrees. [66 v. 46, § 
 1 ; 75 V. 90, § 34.] 
 
 Sec. 3478. Sow authority to take toll acquired. A company, when 
 it has completed its road, or any part thereof, not less than three 
 miles, and when, from time to time thereafter, it has completed any 
 further or continuous portion thereof, may apply to the commission- 
 3rs of the county in which the finished road, or part thereof, lies, or 
 in case the same lies in two or more counties, to the commissioners 
 )f either of the counties, and the commissioners shall appoint three 
 judicious, disinterested freeholders, who shall, on oath, examine the 
 iame, and report their opinion to the commissioners, in writing ; if 
 Ihey report that the road, or such part thereof, is completed agree- 
 ibly to the provisions of this chapter, the commissioners shall, by 
 icense in writing, authorize the company to erect gates, at suitable 
 listances, and demand and receive, of persons traveling such road, 
 ;he tolls allowed by law ; if any such commissioner is a stockholder 
 u the company making the application, the duties required of the 
 jommissioners shall devolve upon the probate judge of the county 
 )r counties ^foresaid ; and if any such probate judge is a stock- 
 lolder in the company, such duties shall devolve upon the common 
 jleas judge of the district in which such road lies, or the judge of 
 my of the districts within which such road lies, in case the same lies 
 
126 OHIO CORPORATIONS. 
 
 in two or more districts. [67 v. 94, § 1 ; 50 v. 274, § 35 ; 51 v. 395, 
 § 3; 51 V. 484, § 4; 69 v. 196, § 1.] S. & C. 295, 320, 334. 
 
 Sec. 3476a. Extension of turnpike road to other improved road. 
 That any turnpike company, whose beginning point is in a turnpike 
 road, and having completed more than two and one-half miles, but 
 less ttan threie miles, and connecting its said road with an im- 
 proved graveled road, or with another turnpike road, shall have all 
 the privileges, and shall in all other respects conform to the re- 
 quirements of said original section thirty-four hundred and seventy- 
 eight: provided, that the county commisssoner shall first authorize 
 said privilege by a vote entered upon their journal. [79 Ohio L. 
 144. J 
 
 Sec. 3479. Penalties for evading the gates. A person using any 
 such road, who, with intent to defraud any such company, or to 
 evade the payment of toll, passes through any private gate or bars, 
 or along any other ground near a turnpike, or plank-road gate 
 erected in pursuance of law, or practices any fraudulent or forcible 
 means with intent to evade or lessen the payment of such toll, shall, 
 for every sucli offense, forfeit and pay a fine of five dollars, to be re- 
 covered with cost of suit and amount of toll due for passing through 
 any such gate, before any justice of the peace of the county in 
 which such offense was committed, without stay of execution. And 
 the fine or fines when collected for such offense, shall be paid into 
 the common school fund in the township in which such offense was 
 committed, but nothing herein shall be so construed as to prevent 
 persons using any such roads between gates for common purpose. 
 [78 Ohio L. 77.] 
 
 Sec. 3480. Mile stones. Each company shall put up a post or 
 stone at the end of each mile, with the number of miles from some 
 noted point or place, at one end of the road, fairly cut or painted 
 thereon, and shall place near each gate a board, with the rates of 
 toll painted thereon ; and no toll shall be demanded unless such 
 boards are kept up. [50 v. 274, § 38.] 
 
 Sec. 3481. Bates of tolls on turnpike roads. Every company en- 
 titled by the laws of this state to charge tolls may receive from per- 
 sons traveling on or using its road the following tolls, and no more, 
 for every ten miles travel on such road, and in the same proportion 
 for any less distance, to wit: For every four-wheeled carriage or 
 other vehicle, drawn by one horse or other animal, fifteen cents, and 
 
TUKNPIKE AND PLANK-EOAD COMPANIES. 127 
 
 or each additional aniinal, five cents; for every sled or sleigh 
 Irawn by one horse or [other] animal, five cents, and for each ad- 
 itional animal, five cents ; for every horse or mule, and rider, five 
 ents; for every horse, mule, or ass, six months old or upward, 
 hree cents; for every head of neat cattle, six months old or up- 
 ward, one cent; for every head of sheep or hogs, one-half cent ; for 
 very stage-coach or omnibus, drawn by two horses or other ani- 
 nals, twenty cents (20 cents), and for each additional animal, ten 
 ents ; and for every two-wheeled carriage, drawn by one horse or 
 ther animal, ten cents, and for each additional animal, five cents; 
 int on all turnpike roads constructed of and kept in repair with 
 wo-thirds broken limestone, the companies operating the same may 
 harge and receive for each ten miles travel on such road, and in 
 he same proportion for any less distance, to-wit : For every four- 
 rheeled carriage or other vehicle, drawn by one horse or other ani- 
 aal, twenty cents, and for each additional animal, ten cents; for 
 very sled or sleigh, drawn by one horse or other animal, ten cents, 
 ,nd fiir each additional animal, five cents ; for every horse or mule, 
 ,nd rider, ten cents; for every horse, mule, or a?s, six months old 
 r upward, five cents ; for every head of neat cattle, six months 
 Id or upward, one and a half cents; for every head of hogs, three- 
 burths of a cent; for every head of sheep, one-half cent; for every 
 tage-coach or omnibus, drawn by two horses or other animal, 
 hirty cents (30 cents), and for each additional animal, ten cents; 
 ,nd for every two-wheeled carriage, drawn by one horse, fifteen 
 ents ; but persons going to and from their regular place of worship 
 n the Sabbath, or to and from funerals, militia musters, or elec- 
 ions, jurymen going to and returning from their attendance at court, 
 nd the troops and armies of the United States and of this state, 
 lay pass on any such roads free of toll ; [and] a company incorpo- 
 ated for the purpose of constructing a turnpike or plank-road .from 
 mine or quarry to a railroad, canal, slack-water navigation, or 
 ther navigable water, macadamized road, or place within or upon the 
 orders of this state, may, when such road is completed, charge and 
 ollect such amount of toll for teams hauling the jsroducts of such 
 lines or quarries on its roads as its directors may determine, not 
 xceeding four cents per mile for two-horse teams, and an increase 
 f two cents per mile for each additional horse ; but sucti rates shall 
 ,ot be charged for teams hauling the products of such mines or 
 
128 OHIO COKPOEATIONS. 
 
 quarries for more than eight miles, nor shall other travelers on such 
 roads be charged more than the ordinary rate of toll per mile, as 
 allowed by section thirty-four hundred and eighty-one. [72 v. 85, § 1.] 
 Provided, tliat for any vehicle traveling over a plank-road hav- 
 ing a load exceeding two tons net weight, toll shall be paid in addi- 
 tion to the rates prescribed in this section, not to exceed two cents 
 per net ton per mile for such excess, at the discretion of the board 
 of directois. [79 Ohio L. 147.] 
 
 Sec. 3482. Repair of roads wiHiin municipalities. If a company 
 fail to keep any part of its road within the limits of a municipal 
 corporation in repair for five days successively, the proper authority 
 of such municipal corporation may jDass a resolution requiring such 
 company to repair the same within ten days after the service of a 
 copy of such resolution on the gate-keeper nearest such municipal 
 corporation, and the company shall declare its intention to abandon 
 or repair the same ; in case of a failure or refusal so to do within thirty 
 days, or in case of a failure or refusal to repair in ninety days, the 
 municipal corporation may file a complaint, in writing, with a copy 
 of the resolution, in the court of common pleas of the county, de- 
 cribing the portion of the road required to be repaired, and the 
 court, or any judge thereof, shall appoint two disinterested persons as 
 inspectors, who shall view the portion of the road complained of, and 
 return their findings thereon, under oath, to the court, within ten 
 days ; and if they find the complaint to be true, such portion of the 
 road shall be declared abandoned by the company, and the munici- 
 pal corporation may improve or repair the same, and assess and 
 collect the costs of such improvement or repairs in the same way as 
 is provided by law in relation to the improvement of streets. [51 
 V. 464, § l.J S. & C. 333. 
 
 Sec. 3483. Proceedings to enforce repair. Notice of the com- 
 plaint, and of the appointment and time of meeting of the in- 
 spectors, shall be served on the president or other officer of the 
 company, or at its principal ofliice, five days before the meeting of 
 the inspectors ; and if such service be made by any person other 
 than the sheriff, it shall be verified by the oath of the person mak- 
 ing the same ; no toll shall be received at the gates for the portion 
 of the road so declared abandoned ; and if the keeper of any gate 
 demand and receive toll for the same, he shall be liable to pay the 
 sum of five dollars tj tlie party injured, to be recovered b}'' civil 
 
TUENPIKE AND PLANK-ROAD COMPANIES. 129 
 
 tion before any justice of the peace having jurisdiction ; [and] 
 e costs of the proceeding on the complaint shall be paid by the 
 mpany, if the action be sustained, but if not sustained they shall 
 paid by the municipal corporation, and execution shall issue 
 erefor as in other cases. [51 v. 464, § 2.] S. & C. 334. 
 Sec. 3484. Repair of roads outside of municipalities. If any com- 
 ny fail to keep in repair its road outside the limits of a municipal 
 rporation for five days successively, or fail to build or rebuild 
 y of the bridges or culverts across any or all of the streams 
 )ssing its road for a period of six months, any person may file a 
 tnplaint, in writing, before any justice of the peace of the county, 
 ting forth the nature and extent of the defect complained of, and 
 signating the place or places in the road where it exists ; the jus- 
 :e, upon at least three day's notice, to be given to the gate-keeper 
 arest the place complained of, shall appoint two disinterested per- 
 ns as inspectors, to meet at the place complained of within five 
 ys, and of tlie time and place of which meeting reasonable no- 
 e shall be given to such gate-keeper; the inspectors shall then 
 amine into the truth of the matter complained of, and if they 
 d the complaint to be true, they shall file with the justice a re- 
 rt of their finding, in writing, and send a certified copy of the 
 uplaint, and of their finding thereon, to the keeper of each of 
 5 gates between which the defective place or bridge is located, 
 d thereafter no toll shall be received at such gates for the inter- 
 idiale distance until the parts of the road found defective by the 
 pectors are fully repaired, or an appeal is taken as hereinafter 
 )vided ; if the keeper of any such gate demand and receive toll 
 itrary to the provisions of this section he shall be liable to pay 
 ! sum of five dollars to the party injured, to be recovered by ac- 
 a before any justice of the peace having jurisdiction ; the com- 
 ly shall be liable to any person injured, for the damages sus- 
 tied by reason of such road or bridge being suffered to remain out 
 repair by the neglect of the company; the justice shall record 
 1 complaint, and the report of the inspectors; and the inspectors 
 i justice shall be entitled to receive one dollar per day for their 
 vices, which shall be paid by the company, if the complaint be 
 tained ; and if it fail, then by the complainant; and to the 
 ount so taxed shall be added the expense of sending the notice 
 ;he gate-keepers, as required by this section, which shall be paid 
 9 
 
130 
 
 OHIO COEPOEATIONS. 
 
 as aforesaid, and for which the justice shall render judgment 
 against the party liable for the payment thereof. [75 v. 106, 55 ] ; 
 64 V. 51, § l.J "S. &S.-150. 
 
 Sec. 3485. Appeals in such cases. If the sum necessary to make 
 such repairs exceed twenty dollars, the company may appeal the 
 proceeding, and from the report and judgment as to costs, to the 
 court of common pleas of the county, on filing affidavit as to cost 
 of repairs, and giving bail as in other cases of appeal, within ten 
 days after the service of" the certified copy of the report of the 
 inspectors ; the condition of the appeal bond shall be to abide by 
 and perform the order of the court of common pleas ; and the 
 court of common pleas shall hear and determine as to the truth of 
 the complaint and report, and make such order as to the collection 
 of tolls while the proceeding is pending as the court may deem 
 just ; and if, upon the final hearing, the court find the complaint 
 and report true, in whole or in part, it shall make such order as to 
 such repairs, and as to the collection of tolls, as it may deem just. 
 [76 V. 106, § 1 ; 64 V, 51, § 2.] S. & S. 151. 
 
 Sec. 3486. Penalties against toll gatherers for detaining travelers. 
 If a toll gatherer on a turnpike or plank-road unreasonably detain a 
 passenger after the toU has been paid or tendered, or demand or 
 receive greater toll than is allowed by law on such road, he shall 
 forfeit and pay a sum not exceeding twenty dollars, to be recov- 
 ered, with costs of suit, before any justice of the peace having 
 jurisdiction thereof, ■without stay of execution ; but no suit shall 
 be commenced against a toll-gatherer for an offense committed or 
 penalty incurred under this section, unless the same be commenced 
 within twenty days from the time the offense was committed or the 
 penalty incurred. [50 v. 274, § 39.] S. & C. 297. 
 
 Sec. 3487. Penalties for fast riding or driving ovei- bridges. No 
 person shall carry fire across any wooden bridge, on any turnpike or 
 plank-road, in this state, except in a lantern or close vessel, under 
 a penalty of five dollars ; and no person shall ride or drive a horse, 
 or drive a stage-coach or other vehicle, over any such bridge, faster 
 than a walk, under a penalty of two dollars ; but United States 
 express mail shall not be subject to such penalty. [39 v. 36, § 3.] 
 S! & C. 336. 
 
 Sec. 3488. Penalties for obstructing roads. Whoever deposits 
 any wood, stone, or other kind of material, on any part of a turn- 
 
TUENPIKE AND PLANK-EOAD COMPANIES. 131 
 
 pike or plank-road inside of the ditches of such road, or outside of 
 the ditches, but so near thereto as to cause the banks tliereof to 
 break into the same, or causes the accumulation of rubbish, or any 
 kind of obstruction, shall forfeit and pay the sum of five dollars. 
 [38 V. 36; § 5.] S. & C. 336. 
 
 Sec. 8489. How penalties recovered. All penalties and forfeitures 
 incurred under the provisions of this chapter shall be recoverable, 
 with costs of suit, before any justice of the peace having jurisdic- 
 tion of the same, and shall be paid into the treasury of the proper 
 county, as in other cases. [39 v. 36, § 6.] S. & C. 336. 
 
 Sec. 3490. Travelers must, on meeting, go to tlie right. All per- 
 sons driving carriages or riding on horseback on any turnpike or 
 plank-road shall, on meeting carriages, or peisons on horseback, 
 keep to the right, so as to leave at least half of the road free ; and 
 if any person neglect or refuse to comply Avith the provisions of this 
 section, or in any other manner hinder or obstruct any person in the 
 free passage, of any such road, he shall, on conviction thereof, be- 
 fore any justice of the peace having jurisdiction thereof, for every 
 such offense, forfeit and pay not less than one dollar nor more than 
 twenty dollars, at the discretion of the justice, at the suit and for 
 the use of the person aggrieved, and shall moreover be liable to the 
 person aggrieved for any damages he may sustain. [36 v. 104, 
 § 16.] S. & C. 336. 
 
 Sec. 3491. Wlien municipal limits are extended beyond a toll-gate. 
 No company shall hereafter erect a toll-gate and collect tolls within 
 the limits of any city or village, or within eighty rods of such lim- 
 its ; and when by the creation of a village, or the extension of the 
 limits of a city or village, a toll-gate is brought within such limits, 
 or within eighty rods thereof, the company shall remove the toll- 
 gate to a point on its road not ne:),rer to such limits than eighty 
 rods, and so much of its road as is included within the limits 
 of such city or village shall become a public street, and be kept in 
 repair as other public streets, but no toll shall be taken thereon ; 
 but compensation shall be made to the company for the damages 
 it will sustain by reason of such removal of its toll-gate, and sur- 
 render of such part of its road, and if the company and the proper 
 authorities of the city or village do not agree thereon, the damages 
 shall be ascertained in proceedings which the municipal authorities 
 shall commence, to appropriate such property to the use aforesaid. 
 
132 OHIO COEPOEATIOXH. 
 
 in the manner provided by law for the appropriation of property 
 by municipal corporations, or, in default of such agreement, or the 
 institution of such appropriation proceedings, the company, at any 
 time after the removal of the toll-gate, may recover the same from 
 the city or village, by civil action. [66 v. 36, § 1 ; 75 v. 90, § 34.] 
 
 Sec. 3492. May sell bridge or road in such limits to city or village. 
 A company, any part of whose road or bridge is, or hereafter be- 
 comes, embraced within the corporate limits of a city or village, 
 may contract with the proper authorities of such city or village,. or 
 of the township or courity in which the same is situate, for the dis- 
 posal, release, and abandonment of such part of its road or bridge, 
 for such compensation and upon such terms as may be agreed upon 
 between the company and such authorities; and any such contract 
 heretofore made shall be as good and valid as if made under and 
 by virtue of this section. [53 v. 180, § 1.] S. & C. 338. 
 
 Sec. 3493. Foreclosure of mortgages on roads. When a company 
 executes a mortgage upon its road, or any part thereof, the mort- 
 gagee, or the assignee thereof, may, at any time after the money 
 secured by the mortgage becomes due, foreclose the mortgage in 
 the same manner as if it were upon real estate, and the sale so 
 made shall be held to pass to the purchaser the corporate fran- 
 chises of such company as fully as the mortgagor held the same at 
 the time of executing the mortgage ; and the laws relating to the 
 foreclosure of mortgages upon real estate shall be applicable to the 
 foreclosure of mortgages upon turnpikes or plank-roads. [54 v. 179, 
 § l.J S. & C. 339. 
 
 Sec. 3494. Appraisers — 27ie purchaser takes the franchise. In 
 such proceeding the court shall appoint the appraisers, and when 
 the road runs into or through more than one county it may order 
 the same to be appraised and sold entire, or in parcels, as to it may 
 seem expedient ; and the purchaser of any such road, or part thereof, 
 shall be entitled to exercise all the corporate franchises purchased 
 as fully as they belonged to such company before such sale, in any 
 name that may be assumed by such purchaser. [54 v. 179, § 2.] 
 
 Sec. 3495. Sow road surrendered to county. Any company hav- 
 ing its road located or constructed, or liaving the corporate right to 
 construct any such road, through or into any county or counties of 
 this state, may, with the consent of three-fourths of the stock- 
 holders, and with tlic like consent of all of the commissior.ers of 
 such county or counties, reliuqiiish and transfer to the commission- 
 
TURNPIKE AXL) I'LANK-ROAD COMPANIES. 133 
 
 ers of such county or counties the whole or any part of its road, 
 together with all rights and privileges appertaining thereto; but 
 any such transfer to such commissioners shall be limited to the part 
 of such road within the boundaries of such counties respectively, 
 and the transfer shall be made without consideration, and no tolls 
 shall be collected on such road within such county or counties. [51 
 V. 405, §1; 58v. 5, §1.] 
 
 Sec. 3496. How such transfer to he evidenced. Such transfer shall 
 be evidenced by the execution of a written declaration, signed by 
 the president or other principal officer, and the secretary or other 
 recording officer, and under the seal of the company, and shall 
 take effect and have full force when there is deposited with the 
 auditor of the county within which the relinquished road lies the 
 written declaration, or a copy thereof, and an entry is made upon 
 the journal of the commissioners of such county, of an acceptance, 
 signed by all the commissioners, of such relinquishment or trans- 
 fer ; which written declaration, so deposited, shall be entered by 
 the auditor upon his record of roads, and thereafter such road, or part 
 of road, shall be under the control of the commissioners of the 
 county in which the same lies, who shall, by a proper order, provide 
 that the same shall be a public highway, and that no tolls be col- 
 lected thereon within the limits of such county. [58 v. 5, § 2. J 
 
 Sec. 3497. Private sale of roads. Any such company may, with 
 the consent of three-fourths of the stockholders, relinquish and 
 transfer, by sale or otherwise, to any person or persons other than 
 commissioners of counties, the whole or any part of its road, to- 
 gether with all rights and privileges appertaining thereto, which' 
 sale or relinquishment shall be evidenced by a written deed of con- 
 veyance, under the seal of such company, signed by the president 
 or other principal officer of such company, and the secretary or other 
 recording officer thereof, which shall, before it shall have any va- 
 lidity or effect, be recorded in the official records of deeds of each 
 county within which the road, or any part thereof, which has been 
 so sold and conveyed, lies, or be left for record in the office con- 
 taining such official records ; but such sale or transfer may be made 
 upon the consent of the holders of three-fourths of the entire stock 
 of the company, the holders of the stock so consenting in that case 
 to be liable in their individual capacity to any stockholder not as- 
 
134 OHIO COKPOEATIONS. 
 
 senting, for such loss or injury as such non-assenting stockholder 
 may sustain by reason of such sale or transfer. [54 v. 198, § 3. J 
 
 Sec. 3498. Wlien and how a road may be sold to county commission- 
 ers. The board of directors of any company, when authorized so 
 to do by a vote of the holders of a majority of the stock of the com - 
 pany, represented at a meeting of the stockholders called for that 
 purpose by either tlie board of directors or ten stockholders of the 
 company, of which at least twenty days' public notice has been 
 given, by advertisement in not more than two newspapers published 
 in the county where such road or part thereof is situate, shall sell 
 and convey the whole or any part of its road to the commissioners 
 of the county, together with all rights and privileges appertaining 
 thereto, which sale or relinquishment shall be evidenced by a writ- 
 ten deed of conveyance, under the seal of such company, signed 
 by the president or other principal officer of such company, and the 
 secretary or other recording officer thereof, which shall, before it 
 shall have any validity or effect, be recorded in the official records 
 of deeds of each county within which the road or any part thereof 
 which has been so sold and conveyed lies, or be left for record in 
 the office containing such official records. 
 
 Sec. 3498a (77 Ohio L. 83) provides that the county commission- 
 ers may purchase toll roads. 
 
 Sec. 3499. How toll roads voted to be purchased by counties ap- 
 praised. In any county where, lieretofore or hereafter, an affirma- 
 tive vote has been or may be given, at any general election, in favor 
 of purchasing any or all the toll roads, or parts thereof, lying within 
 such covmty, at a price to be fixed by three disinterested appraisers, 
 who shall be appointed as follows: One by the court of common 
 pleas of the county, or a judge of said court resident of the sub- 
 division in which the county is situate ; one by the probate judge 
 of the county, and one by the commissioners of the county; said 
 appraisers, after being sworn faithfully and honestly to discharge 
 their duties in that behalf, shall personally inspect the road or roads, 
 or parts thereof, so far as the same may be within such county, and 
 make and return in writing to the c;;mmissioners, a valuation of 
 each of the roads or parts thereof; and if the commissioners, from 
 any cause, fail to purchase any road or part thereof, other appraisers 
 may be appointed in the same manner. But nothing herein con- 
 tained shall prevent the commissioners from making or receiving 
 
TURNPIKE AND PLANK-EOAD COMPANIES. 135 
 
 propositions, and to purchase at any time within two years after an 
 appraisement has been had at the appraised price ; any law here- 
 tofore passed to the contrary notwithstanding. [78 Ohio L. 149. J 
 
 Sec. 3500. Report by the commissioners, and effect thereof. If the 
 report is satisfactory, and the commissioners, or a majority of them^ 
 indorse their approval thereon as to all or any of the roads, or parts 
 thereof, tb.ey shall cause an entry to be made to that effect on their 
 journal, and thereupon they may purchase the same at a price not 
 exceeding such appraisal, and pay such company or companies in 
 money, or in bonds to be issued as hereinafter specified ; and there- 
 upon such roads, or parts thereof, so purchased, shall cease to be 
 toll roads, and become free roads, to be kept in repair in the manner 
 prescribed in chapter ten, title seven, part two. 
 
 Sec. 3501. Bonds for purchase and the tax for their redemption. 
 For the purpose of paying for such roads, or parts thereof, the com- 
 missioners shall issue bonds payable at such times, and in such 
 amounts, as will be as near as practicable equal to the semi-annual 
 collection of taxes levied for that purpose, which bonds shall bear 
 interest at a rate not exceeding six per centum, payable semi-an- 
 nually, which bonds may be delivered to such companies in pay- 
 ment of such roads, or parts thereof, or sold for money at not less 
 than their par value, but such bonds shall not run more than eight 
 years from date, and for the payment thereof the commissioners 
 shall levy, annually, on all the taxable property of such counties, 
 in addition to the taxes they are otherwise authorized to levy, such 
 sum as will fully pay such bonds and the interest therpon. [78 
 Ohio L. 149.J 
 
 Sec. 3501a (78 Ohio L. 149) provides that county commissioners 
 may refund assessments made for construction of free turnpikes. 
 
 Sec. 3502. Fees. Such appraises shall be paid by the county, 
 upon the allowance of the commissioners, three dollars per day, 
 and their necessary expenses, for the time actually employed in the 
 business of their appointment; and the county auditor and county 
 treasurer, for their services under the preceding section, shall be 
 entitled to one-half of the lowest rate of fees now allowed to them 
 by law for like services. 
 
 Sec. 3503. Sale. The sfile by any company owning a toll road, 
 or such part of such road as lies within any county, shall not affect 
 
136 OHIO CORPOEATIONS. 
 
 its organization or right as to such part or parts of its road as may 
 be situate outside of such county. 
 
 Sec. 3504. Not io affect creditors. No relinquishment, sale, or 
 transfer herein provided for shall prejudice or affect, in any way, 
 the claim of any creditor of the company which makes the same, 
 nor shall the provisions of the three preceding sections extend or be 
 applicable to any road in which the state is interested as a stock- 
 holder. [54 V. 198, § 4.] S. & C. 340. 
 
 Sec 3505. Additional stock authorized. The directors of any 
 company may open books of subscription along the line of its road 
 for the purpose of raising additional stock for the completion, ex- 
 tension, planking, or otherwise improving or repairing its road. 
 [51 V. 395, § 1.] S. & C. 334. 
 
 Sec. 3506. Companies may consolidate. When two or more turn- 
 pike or plank-road companies desire to consolidate themselves into a 
 single corporation,' they may do so in the manner, and subject to 
 the rules, provided in this title for the consolidation of railroad 
 companies. {50 v. 274, § 43.] S. & C. 298. 
 
 Sec. 3507. May assist an extension. The directors of any such 
 company may subscribe and pay such sums of money as the ma- 
 jority of the stockholders instruct them to subscribe, to build and 
 keep in repair any turnpike or plank-road that is a continuation or 
 extension of its road ; but such subscription shall not exceed the 
 net revenue of its road. [55 v. 160, § l.J S. & C. 340. 
 
 Sec. 3508. May assist an intersecting free turnpike. The directors 
 of any company may subscribe and pay such sums of money as 
 they may think advisable to build and keep in repair any free turn- 
 pike road that intersects their road; but such subscription shall not 
 exceed the dividends of their company, and three-fourths of the 
 stockholders of the company must consent to the subscription. [52 
 V. 181, § 1.] S. & C. 370. 
 
 Sec. 3509. Accounts each company must keep. Every company 
 shall cause to be kept a fair and accurate account of the whole ex- 
 pense of making its road, with the expense of toll-gatherers, and 
 all other necessary agents or officers whom the company may find it 
 convenient to employ, and a fair and accurate account of the amount 
 of toll received; the books of every company shall always be open 
 for the inspection of the commissioners of any county through 
 or into which it passes, or of the agent of the general assembly of 
 
TUENPIKK AND TLANK-UOAD COMl'AX 1 JilS. 137 
 
 the state, and of an}' stocklioldor ; and if any company refuse or 
 neglect to exhibit its accounts, agreeably lo tiie pruvisious of this 
 section, when required to exhibit them by such commissioners or 
 agent, all the rights granted by this chapter, and its right to be a 
 corporation, shall cease and determine. [50 v. 274, § 40. J S. & 
 C. 297. 
 
 Sec. 3510. The books a company must keep. The directors of each ' 
 company shall cause books to be kept, in which shall be entered all 
 the transactions of the company, with the dates of such trans- 
 actions ; also- stock books, in which shall be entered the names of 
 the stockholders, the number of shares of stock owned by each, 
 and all transfers of stock made during each year, and by and to 
 whom made ; on the first Monday of January of each year the di- 
 rectors shall cause a statement to be made in such stock books, 
 showing the names of the owuers of the stock of the company, and 
 the respective number of shares held by each ; and all books herein 
 provided for shall, at all proper times, be open to the inspection of 
 any stockholder. [65 v. 89, § 1. ] S. & S. 146. 
 
 Sec. 3511. Tollrcjate keepers must report. A keeper of a toll-gate 
 shall, on the first Monday of January of each year, and at such 
 other times as may be required by the company, make a report in 
 writing, under oath, showing the amount of toll received at each 
 gate respectively for the preceding year, the amounts paid to the 
 company from time to time, the amounts retained on account of 
 salaries of gate-keepers, the amount of tolls outstanding and un- 
 collected, and also who and to what amount persons have passed 
 through such gates without paying tolls, and by whose orders such 
 persons have so passed ; and all such statements shall be submitted 
 to the stockholders at their annual meeting on the second Monday 
 of January of each year. [65 v. 89, § 2.] S. & S. 147. 
 
 Sec. 3512. Directors' annual report to stockholders. The directors 
 of each company shall cause to be made, in writing, and submitted 
 to the stockholders of the company, at the regular meeting of the 
 stockholders on the second Monday of January of each year— no- 
 tice of whi^,h meeting shall be given' by the directors, by publica- 
 tion, for four consecutive weeks, in a newspaper printed and of gen- 
 eral circulation in each county in which any part of the' road is sit- 
 uate — a report of the transactions of the company for the year next 
 preceding, which report shall show the amount of revenue received 
 
138 OHIO COEPOEATIONS. 
 
 by the company from all sources during the year, and the amount 
 of tolls received at each gate respectively ; also a statement in de- 
 tail of all the items of expenditure of the company, for all pur- 
 poses, including the amount expended on each mile of the road re- 
 spectively, the amount paid to each officer of the company for his 
 services, the amount paid to gate-keepers for salaries or otherwise, 
 and the amount of money on hand after paying expenses of the 
 company ; also a statement of the outstanding liabilities of the com- 
 pany, and to whom owing, and of the amounts due to the company, 
 and by whom owing, and how secured; and the directors shall 
 order a dividend to be made of the money then on hand, unless 
 otherwise ordered by a majority of persons jsresent at such meeting 
 owning stock in the company. [65 v. 89, §§ 3, 5.] S. & S. 147. 
 
 Sec. 3513. Treasurer to hold no other office in company. The 
 treasurer of a company shall hold no other office in the company, 
 and when appointed, and before assuming the duties of his office, 
 he shall take an oath of office, and give bond, with security to the 
 satisfaction of the board of directors, conditioned far the faithful 
 performance of his duties according to law. [65 v. 89, § 4. J S. 
 & S. 147. 
 
 Sec. 3514. ToUrgate Iceeper the agent of the company. The keeper 
 of a gate on any turnpike or plank-road shall be deemed and held 
 to be the agent of the company or person owning the road ; and 
 judgment obtained against any such gate-keeper for a violation 
 of this chapter shall be considered and held to be a judgment 
 against the company or person owning the road, and execution may 
 issue thereon accordingly against the gate-keeper and such com- 
 pany or person. [59 v. 101, § 4.] S. & S. 150. 
 
 Sec. 3515. Obstructing fences removed. If a person whose fence 
 is upon, or who erects a fence upon, the limits of a turnpike or 
 plank-road, or who places within the limits of such road any wood, 
 stone, or other obstruction, other than permanent buildings already 
 constructed, so as to interfere with the public travel upon such 
 road, or prevents or interferes with the free passage of water in the 
 side drains or ditches of such road, upon' being notified by the 
 president, a director, or the superintendent of such road to remove 
 such fence or other obstruction, neglect or refuse to comply with 
 such requirement within ten days from the service of such notice, 
 
TUENPIKE AND PLASTK-EOAD C05IPANIES. 139 
 
 he slidll forfeit and pay to and for the benefit of the company own- 
 iug such road a sum not less than one nor more than ten dollars, 
 for each and every day he permits such fence or obstruction to re- 
 main upon such road after the expiration of ten days from the serv. 
 ice of such notice ; whicli sum shall be recoverable by action in 
 the name of the company, before any justice of the peace of the 
 township where the fence is situate or the obstruction placed. [58 
 V. 43, § 1.] S. & S. 150. 
 
 Sec. 3516. Company may assess stockholders. When the stock- 
 holders of a turnpike or plank-road company are individually liable 
 for the liabilities of such company, the proportion that each stock- 
 holder shall be required to pay to meet existing liabilities may be 
 determined and collected in the manner hereinafter provided. [53 
 V. 99, § l.J S. & C. 338. 
 
 Sec. 3517. Notice of meeting for that purpose. The directors of 
 any such company, desiring to take such action, may give notice to 
 the stockholders, by publication for at least thirty days in at least 
 two newspapers published in the counties in which the road is 
 located, for a meeting of the stockholders, specifying the time and 
 place of meeting, and the object thereof. [53 v. 99, §§ 2, 7.] S. 
 & C. 338. 
 
 Sec. 3518. Proceedings thereat. At such meeting a detailed 
 statement shall be submitted, showing the assets and indebtedness 
 of the companv; and a majority of the stockholders may there 
 determine upon the basis for assessing the stockholders to meet the 
 indebtedness of such company, and fix the time or times, and the 
 mode, for the payment of the amount assessed against each indi- 
 vidual or corporation. [53 v. 99, §§ 3, 4.J S. & 0. 338. 
 
 Sec. 3519. Collection of assessments. No stockholder shall be 
 liable beyond the sum fixed by the charter of such company, and 
 all assessments, when paid, shall be a credit on his liability, and a 
 stockholder who fails to pay, as required, the amount so assessed, 
 shall be liable to an action in the name of the company for the 
 recovery thereof, as in other cases of indebtedness. [53 v. 99, §§ 5, 
 6.] S. & C. 338. 
 
 Sec. 3520. Those assessed for improved roads may become incor- 
 porated. When a majority of the land-holders whose lands have 
 been or hereafter may be assessed to construct a road by virtue of 
 proceedings had under the act of March 29, 1>67, and the acts sup- 
 
140 OinO COEPOEATIONS. 
 
 plementary thereto and amendatory thereof, desire to incorporate 
 themselves into a turnpike company, they may proceed in the man- 
 ner provided in chapter one; but in their articles of iucorporation 
 they shall ako state that the road has already been constructed 
 under and by virtue of said act, and the amount of capital stock 
 of the company shall be, as near as the same can be arrived at, the 
 amount expended in the construction of the road ; and there shall 
 be aunexed to the articles of incorporation a petition, asking for the 
 incorporation of the persons named in the articles of incorporation, 
 for the purposes therein named, which • petition must be signed by 
 a majority of the land-holders whose lands have been taxed for the 
 making of the improvement, accompanied by a certificate of the 
 auditor of the county in which the road is located to the effect that 
 the petition contains the signatures of a majority of the land-hold- 
 ers whose lands have been so taxed. [66 v. 131, § 16.] 
 
 Sec. 3521. Who to be stockholders. No stock books shall be 
 opened, and no subscriptions received to the stock of such com- 
 pany; the auditor of the county in which any road is located shall, 
 on demand, furnish to the corporators a certified list of the land- 
 holders whose lands have been taxed for the construction or im- 
 provement of the road; and at the first election of directors and 
 officers of the company each person whose lauds have been so as- 
 sessed shall be entitled to one vote, and no more. [66 v. 131, 
 § 17.] 
 
 Sec. 3522. Certificates of stock to be issued. After the company 
 is organized its president and secretary shall issue certificates of 
 stock to each land-holder, for the number of shares of the stock, of 
 the sum which may be designated by the directors, and fractions 
 of a share, as shall amount to the sum assessed upon his lands, and 
 which he has already paid for making the improvement; and they 
 shall also, from time to time, after the assessment on each land- 
 holder each year is paid, issue like certificate for the amount of the 
 assessments so paid ; but any person whose lands have been assessed, 
 and whose assessments have been paid, may, at any time after the 
 organization of the company, become a stockholder therein, by pro- 
 ducing and exhibiting to the secretary of the company the certificate 
 of the auditor and treasurer of the county, showing the amount of 
 the assessment on the lands of such person for the improvement, 
 and that the same has been paid, and thereupon the president and 
 
TURNPIKE AND PLANK-EOAD COMPANIES. 141 
 
 secretary shall issue certificates of stock tn him for the amouBt so 
 paid. [72 V. 172, § 18. J 
 
 Sec. 3523. Powers of such companies. A company so incorpo- 
 rated shall have the same powers and be subject to the same liabil- 
 ities as other turnpike companies incorporated under the laws of the 
 state. [66 V. 131, §19.] 
 
 Sec. 3524. When such company may increase capital stoch. A 
 company organized as provided in section thirty-five hundred and 
 twenty may, with the assent of the holders of a majority of its stock, 
 and the consent of the county commissioners, increase its capital 
 stock to such an amount as may be deemed necessary to extend its 
 road or to build a branch road, not exceeding five miles in length, 
 to form a connection with any other similarly improved road in an 
 adjoining county or state. [69 v. 191, § 1.] 
 
 Sec. 3525. Proceedings for such purpose. For the purpose of 
 increasing the capital stock of the company for the objects hereto- 
 fore stated, books may be opened for subscriptions, under the direc- 
 tion and at the office of the auditor of the county in which the 
 company is located, upon giving thirty days' previous notice in some 
 newspaper published and of general circulation in the county; and 
 all persons, whether original stockholders or otherwise, may become 
 subscribers to the capital stock of the company ; but the aggregate 
 of such subscriptions shall not exceed the amount necessary to con- 
 struct or build such road or branch ; and if a company so organized 
 refuse its assent to such extension, or to the construction of such 
 branch road, for the purposes stated, or refuse, by the vote of the 
 holders of a majority of its stock, to increase its capital stock for 
 such purposes, a stock company may be organized under chapter 
 one, which may build such extension or branch, and erect toll-gates, 
 as provided in this chapter. [69 v. 191, § l.J 
 
 Sec.. 3526. Company may divide its road. A company whose road 
 extends into two or more counties may subdivide its road into as 
 many divisions as it may determine, as hereinafter provided, and 
 may reorganize the company, so as to have a separate corporation 
 fjr each of the subdivisions. [75 v. 527, § l.J 
 
 Sec. 3527. Proceedings to effect subdivision. For the purpose of 
 making such subdivision there shall be a meeting of the stockhold- 
 ers of the company, at the usual place of meeting, oa a notice of at 
 least four weeks, and if at such meeting the owners of at least two 
 
142 OHIO COEPOKATIONS. 
 
 thirds of the stock of the company assent thereto, in writing, the 
 subdivision shall be made, and the stock of the entire corporation 
 shall be apportioned among the several new corporations as pre- 
 viously agreed upon ; each subdivision shall be liable for its propor- 
 tion of the debts of the original corporation, in proportion to its 
 stock ; and the action of the stockholders' meeting shall be duly 
 recorded, and when attested by the president and secretary of the 
 meeting, a copy thereof, duly certified by the president and secre- 
 tary, shall be filed with the secretary of state, and shall become the 
 articles of incorporation for each of the subdivided companies, and 
 shall be recorded as other articles of incorporation are recorded. 
 [76 v. 527, § 2.] 
 
 Sec. 3528. Reorganization of separate companies. After the cer- 
 tificate is filed with the secretary of state each of the subdivisions 
 shall become a separate corporation, and reorganize as such by the 
 election of a board of directors as other turnpike companies, and 
 thenceforth each of the companies shall have the same powers, and 
 be conducted in all respects, as other companies ; and the rights of 
 stockholders in each subdivision to their stock and property shall 
 remain and continue therein as if they had been the sole stock- 
 holders in the subdivision prior to the subdivision, subject, how- 
 ever, to the same liabilities of stockholders for debts of the 
 corporation and legislative control as other companies. [75 v. 
 527, § 3.] 
 
 Sec. 3529. Names of new companies. The name of each of the 
 companies of such subdivided corporations shall be such as may be 
 assumed and designated in' the certificate of incorporation. [75 v. 
 527, § 4. J 
 
 Sec. 3530. Soads may be sold on execution. All turnpikes and 
 plank-roads under the control of individuals or corporations, and 
 held as property or as a franchise shall be liable to sale upon execu- 
 tion, in the same manner as other property. [65 v. 136, § l.j 
 S. & S. 238. 
 
 Sec. 3531. Tfie levy and appraisement. All such property shall 
 be levied upon, appraised, and sold as real estate is appraised and 
 sold ; and the appraisement shall be made with reference to the 
 value thereof for the purposes for which it is or may be used, and 
 shall include the value of the franchise therewith connected. 
 [65 V. 136, § 2.] S. & S. 238. 
 
TUENPIKE AND PLANX-ROAI) C03IPAKIE8. 143 
 
 Sec. 3532. When order for appraisement made. When any 
 such property is levied upon and not appraised, and when portions 
 of such property are situate in two or more counties, the court in 
 which the judgment was rendered may, upon application of the 
 creditor, order the same to be appraised, appoint appraisers, and 
 have the same s )ld entire, or in such parcels as the court may 
 deem most advantageous to the debtor ; but if no such application 
 be made, the sheriff shall proceed as in other cases. [65 v. 
 136, § 3.] S. & S. 238. 
 
 Sec. 3533. Purchaser takes franchise. The purchaser of any 
 such road shall, upon the confirmation of the sale, be entitled to 
 hold and exercise all the corporate franchises purchased at such 
 sale, as fully as the same were held and exercised by the debtor 
 before such sale, in any name assumed by the purchaser. [65 v. 
 136, §4. J S. &S. 238. 
 
 Sec. 3584. Transcript to be filed with secretary of state. Upon 
 the filing with the secretary of state of a duly attested copy of 
 the sale, confirmation, and conveyance of any franchise as is 
 herein provided for, such transfer shall be recorded in the same 
 manner that original articles of incorporation are recorded ; and 
 thereupon the franchise shall vpst absolutely in the purchaser, in 
 the same manner as franchises vest in original corporators upon 
 the recording of the certificate of incorporation. [65 v. 136, § 5.] 
 S. & S. 238. 
 
 Sec. 3535. When right to take toll may be sold on execution. 
 When a judgment has been heretofore or is Iiereafter rendered 
 against any turnpike, plank-road, or bridge company, and remains 
 unsatisfied for ten days after the rendition thereof, execution may 
 issue thereon against the goods and chattels of the company, 
 which shall be levied upon and sold as in other cases ; if sufficient 
 goods and chattels can not be found to satisfy such execution, the 
 officer holding the same may, if the judgment creditor so direct, 
 levy upon the right of the company to take toll at any of its gates 
 within the jurisdiction of the officer, which right the ofiicer shall 
 advertise and sell as personal property ; and the person who will 
 pay the amount due upon the execution for the right of using such 
 gate or gates, and of taking toll at the same, for the shortest time, 
 shall be the purchaser; but nothing herein contained aliall be so 
 
144 OHIO COEPORA-TIONS. 
 
 construed as to deprive the company of the same right to give 
 bail for stay of execution, within the same time after the rendition, 
 of a judgment that an individual might have. [76 v. 49, § l.J 
 
 Sec. 3536. Certificate of such sale, and its effect. The officer who 
 makes sale of the right to take toll at any gate as aforesaid shall 
 give to the purchaser a certificate thereof, which certificate shall be 
 sufficient to authorize him to take possession of such gate and to 
 hold the same during the time for which the same was sold ; the 
 purchaser shall have the full right to demand and receive the same 
 tolls of and from all passengers passing through such gate as have 
 been established and posted up by such company according to 
 law; and during the possession thereof the purchaser, or his agent, 
 shall conform to all rules, regulations, and contracts of the com- 
 pany, in the same manner as required of the gatherers of toll of 
 the company, except that he shall hold for his own use all tolls 
 collected at such gate for and during the time for which he pur- 
 chased the same, and shall keep such part of the road in as good 
 repair, so long as he holds the same under such contract, as when 
 possession was taken thereof, ordinary wear and travel excepted. 
 [76 V. 49, § 2.] 
 
 BRIDGE COMPANIES. 
 Section Section 
 
 35S7. Powers of bridge companies. 3544. May lay railroad tracks on 
 3538. Must post rates of toll. bridge. 
 
 3589. Rates of toll allowed. 3545. Mortgage of franchises and 
 
 3540. May make and enforce regu- sale of obligations. 
 
 lations. 3546. Kailroad companies may sub- 
 
 3541. Powers of Ohio river bridge scribe to stock. 
 
 companies. 3547. Consolidation of companies. 
 
 3542. Further powers of such com- 3548. May change span or height of 
 
 panics. bridge. 
 
 3543. Eates of toll prescribed. 3549. May own and run certain fer- 
 
 ries; rates of ferriage. 
 
 Sec. 3537. Powers of bridge companies. A company incorpo- 
 rated to construct a bridge over any stream of water in this state 
 shall either own the bank on each side of the stream where it is 
 proposed to erect its bridge, or obtain the consent of the owner or 
 owners thereof, in writing, to occupy tlie same; it may purchase or 
 appropriate in the manner provided by law, and hold, such real 
 estate as will be required for the site of the bridge, and suitable 
 
BRIDGE COMPANIES. 145 
 
 avenues or approaches leading thereto, may use so much of any 
 public street, road or avenue, as is necessary for landings and 
 abutments, and may appropriate in the manner provided by law 
 any rights or franchises necessary in the construction of the bridge ; 
 and the provisions of section thirty-four hundred and ninety-two shall 
 be applicable to such companies. [69 v. 185, § 55; 53 v. 180, 
 § l.J S. & C. 338. 
 
 Sec. 3538. Must post rates of toll. Such company, previous to 
 receiving tolls upon its bridge, shall set up and keep in a conspicu- 
 ous place thereon a board, on which shall be written, painted, or 
 printed, in a plain and legible manner, the rates of toll which are 
 charged thereat ; and if its charter provides that such rates shall be 
 prescribed by the court of common pleas of the proper county, and 
 the company demand and receive any greater rate of tolls than the 
 ratg so prescribed, it shall be subject to a fine of ten dollars. [50 v. 
 274, § 61. J S. & C. 301. 
 
 Sec. 3539. Rates of toll allowed. Any company authorized by 
 its charter to take tolls above the rates hereinafter provided may 
 charge and receive the following rates of tolls, and no more : For 
 each foot passenger, one cent ; for each horse, mule, or ass, one year 
 old and upward, three cents; for each horse and rider, ten cents; 
 for every chaise, chariot, gig, or other two or four-wheeled pleasure 
 carriage, drawn by one horse, fifteen cents ; for every such vehicle, 
 drawn by two horses, twenty-five cents, and if drawu by four 
 horses, thirty cents; for every sled or sleigh, drawn by one horse or 
 other animal, ten cents, and for each animal in addition, three cents ; 
 for every wagon, drawn by one horse or other animal, ten cents, and 
 for each animal in addition, three cents; for every wagon drawn 
 by two horses or other animals, fifteen cents, and for each animal 
 in addition three cents ; for each head of neat cattle, six months 
 old or upward, one cent ; and for each head of sheep, goats, or hogs, 
 one-half cent; but this section shall not be construed to aflfect any 
 
 2 3538. The posting of the rates of toll is a conditio'i precedent to the 
 right to exact tolls; but the casual interruption, by violence or otherwise, 
 for a short period, in keeping up the rates of toll, would not deprive the 
 company of any right, provided it had once performed the duty imposed by 
 the statute, and were guilty of no unreasonable delay in keeping within its 
 provisions- Bonham v. Taylor. 10 Ohio, 108. 
 10 
 
146 OHIO COEPORATIONS. 
 
 company in whose charter special rates are provided, and no power 
 is given to the legislature to alter or amend the same. [54 v. 177, 
 § 1.] 8. & C. 352. 
 
 Sec. 3540. May make and enforce regulations. All bridge com- 
 panies and owners are invested with full power and authority to make 
 and enforce any rule or regulation deemed necessary or requisite to 
 preserve and protect their property and collect their tolls, and may 
 prevent any person from crossing any bridge owned by thera on 
 foot, or by riding, or driving any team or vehicle, or from driving' 
 any stock thereon, who fails to pay the regular fare when de- 
 manded ; and the police or watchman of any such bridge shall have 
 all the power and authority of policemen of cities, and may arrest 
 any person who violates the law, or the rules of the company or 
 person owning the bridge, without warrant, at or upon such bridge, 
 and take him before the proper civil authority to be dealt with.ac- 
 cording to law. [64 v. 128, § 5.] S. & C. 57. 
 
 Sec. 3541. Powers of Ohio river bridge companies. A company 
 organized to construct a bridge over the Ohio river may construct 
 and maintain such bridge, with suitable avenues or approaches 
 leading thereto, and with either a single span or a draw, as t!ie 
 company may determine; but in either case, in order that the 
 bridge may not obstruct the navigation of the river, the same shall 
 be built in accordance with the provisions of an act of congress 
 approved July 14, 1862, entitled " an act to establish certain post- 
 roads," or of any act of congress subsequently passed on the sub- 
 ject. [65 V. 55, § 4.J S. & S. 203. 
 
 Sec. 3542. Further powers of such companies. Such company 
 may purchase, or appropriate in the manner provided by law, and 
 hold, such real estate as, in the opinion of its directors, will be re- 
 quired for the site of the bridge, and of suitable avenues or ap- 
 proaches leading thereto, and may locate the same on any public 
 street, road, or avenue; and the company shall be responsible for 
 injuries done to private property, adjacent or near to such bridge, 
 by its location and construction, which may be recovered in a civil 
 action brought by the owner, at any time within two years from the 
 completion thereof. [65 v. 55, § 5.] S. & S. 203. 
 
 Sec. 3543. Rates of toll prescribed. The company may fix ami 
 collect reasonable rates of toll for all persons, animals, vehicles, 
 and property passing or transported over the bridge ; but such 
 
BRIDGE COMl'ANIES. 147 
 
 rates shall at no time exceed those collected at the Covington and 
 Cincinnati bridge ; and the company shall set up and keep in a con- 
 spicuous place, at each end of the bridge, a board on which the 
 rates shall be written, painted, or printed in a plain and legible 
 manner. [65 v. 55, § 6.] S. & S. 203. 
 
 Sec. 3544. Mmj lay railway tracks on bridge. The company may 
 lay down a railway track or tracks upon the bridge and its approaches, 
 and may coiltract at any agreed sum or rate, with any railroad com- 
 pany organized in this state in accordance with law, or any railroad 
 company organized in any other state of the United States, for the 
 use of the bridge, for the purposes of such railroad company ; and 
 any such railroad company organized in this state may enter into 
 such contract with .the bridge company, but the bridge company 
 shall not have the right to charge or collect from the railroad com- 
 pany for the use of the bridge in the transportation over the same 
 of ears, railroad passengers, and freights, a greater toll than the 
 following : For each ton (two thousand pounds) of freight not ex- 
 ceeding fifteen cents; for each passenger not exceeding fifteen cents ; 
 for each passenger, baggage, mail, or express car, not exceeding one 
 dollar ; for each eight-wheeled freight car fifty cents , and for each 
 four-wheeled freight car not exceeding twenty-five cents. [65 v. 55, 
 § 7.] S. & S. 203. 
 
 Sec. 3545. Mortgacje of franchises and sale of obligations. The 
 company may include all its rights, income, profits, and franchises 
 in any mortgage it may lawfully make, and upon a foreclosure of a 
 mortgage of its bridge, land, and franchises, and a sale thereof, 
 such sale shall pass to the purchaser the corporate franchises of the 
 company as fully as the company had them at the time the mort- 
 gage was executed ; and the company may dispose of any evidence 
 of indebtedness it may lawfully issue as is provided in section fhirhj- 
 two hundred and ninety. [65 v. 55, § 8.] S. & S. 204. 
 
 Sec. 3546. Railroad companies may subscribe to stock. Any rail- 
 road company, or other private corporation, organized under a law 
 of this state, may become a subscriber to the capital stock of sucli 
 bridge company, to an amount not exceeding one-third of such 
 stock, or may purchase, or take by way of pledge, any of the bonds 
 or other evidences of indebteness issued by it. [65 v. 55, § 9.] S. 
 & S. 204. 
 
 Sec. 3547. Consolidation of companies. Such bridge company 
 
148 OHIO COEPOEATIONS. 
 
 shall have the right to consolidate its capital stock -with the cap- 
 ital stock of any bridge company in an adjoining state authorized to 
 construct a bridge across the Ohio river, in the manner prescribed 
 for the consolidation of railroad companies, and the two companies 
 shall thereupon be merged into one corporation, possessing within 
 this state all the rights, privileges, and franchises, and subject to 
 all the restrictions, disabilities, and duties of such corporation of 
 this state so consolidated. [65 v. 55, § 10.] S. & S. 204. 
 
 Sec. 3548. May change span or height of bridge. Such company 
 may fix or change the span and altitude of any bridge which it may 
 erect and construct, but the span shall not be less than three hun- 
 dred feet in the clear over the main channel, and not less than 
 two hundred and twenty feet in the clear in one of the next ad- 
 joining spans, and the height of the bridge in the center of the 
 span over the main channel shall not be less than one hundred 
 feet above the surface of the water at low water-mark, measuring 
 for such elevation to the bottom chord of the bridge, and such 
 height above extreme high water-mark as may be provided in any 
 act of congress now in force or hereafter passed ; but this section 
 shall not apply to any bridge built with a draw in accordance with 
 the provisions of an act of congress approved July 14, 1862, enti- 
 tled "an act to establish certain post roads,'' or any act of congress 
 subsequently passed on the subject. [65 v. 55, § 11. J S. & S. 
 204. 
 
 Sec. 3549. May own and run certain ferries — Sates of ferriage. 
 Such companies may purchase, hold, and receive grants for, and 
 run ferries within one- half mile of such bridges across said river, 
 and do and perform all the necessary acts in relation thereto, but 
 the rates of ferriage shall be subject to the control of the authori- 
 ties as in case of ferries owned and run by individuals. [66 v. 136, 
 § 2.] 
 
 GAS AND WATER COMPANIES. 
 Section . Section 
 
 3550. Powers of gas and water com- 3554. Meter must be sealed and 
 
 panies. stamped. 
 
 3551. May contract with public au- 3565. Gas companies to furnish cer- 
 
 thorities. tain apparatus. 
 
 35-52. Gas company may extend pipe 3556. How and when meters in use 
 
 beyond city. to be tested. 
 
 8553. Standard measure for gas. 3557. What is merchantable gas. 
 
GAS AND WATER COMPANIES. 149 
 
 • Section Section 
 
 8558. Agents of company may enter 3560. Penalties for tampering with 
 
 premises to inspect meter. meters. 
 
 3559. Wtien company may shut off 3561. Each company to provide cer- 
 
 the gas. tain apparatus. 
 
 Sec. 3550. Powers of gas and water companies. A company or- 
 ganized for the purpose of supplying gas for lighting the streets 
 and public and private buildings of a city, village, town, or town- 
 ship, may manufacture, sell, and furnish the gas required therein 
 for such or other purposes, and a company organized for the pur- 
 pose of supplying the inhabitants of a city, village, town, or town- 
 ship with water may sell and furnish any quantity of water re- 
 quired therein for such or other purposes ; and such companies may 
 lay conductors for conducting gas or water through the streets, 
 lands, alleys, and squares in such city, village, town, or town- 
 ship, with the consent of the municipal authorities of the city, 
 village, or town, or with the consent of the trustees of the town- 
 ship, and under such reasonable regulations as they may prescribe. 
 [64 V. 255, § 53. J S. & S. 157. 
 
 Sec. 3551. May contract with piiblic authorities. The municipal 
 authority of any city or village, or the trustees of any township, in 
 which any gas or water company is organized, may contract with 
 any such company for lighting or supplying with water the streets, 
 lands, lanes, squares and public places in such city, village, town, 
 or township ; but no such company shall go into operation in any 
 city or village where such a corporation has been already formed, or 
 is hereafter formed, until after the question of authorizing such 
 operation has been submitted to the qualified voters of such city or 
 village, and authorized by ordinance. [71 v. 93, § 54.] 
 
 Sec. 3552. Gas convpany may extend pipes beyond eity. A gas 
 company in any city or village may extend its pipes used for con- 
 veying gas to the various localities and inhabitants of such city or 
 village, to any point or place in the vicinity of such city or village 
 outside the corporate limits thereof; but the right of way must be 
 
 Note. —For full provisions relating to regulation of gas companies by 
 municipal council and ownership of gas works by city, see Rev. Stat., §§ 2478 
 to 2491. 
 
 Ordinance regulating price of gas is a proposition to gas company to sup- 
 ply at price named. State ». Gas Co., 37 Ohio St. 45. 
 
 \ 3550. Corporation nnder special charter is subject to legislative control 
 as to prices unless charter clearly makes it exempt. State v. Gas Co., 34 
 Ohio St. 572. 
 
 g 3552. See Cincinnati Gas Co. v. Avondale, 43 Ohio St. 257, for con- 
 struction put upon fiicts given. 
 
150 OHIO COEPORATIONS. 
 
 obtained from the corporate or other authorities, or person having 
 control of the places to be affected by such extension. [56 v. 92, 
 § l.J S. & C. 351. 
 
 Sec. 3553. Standard measure for gas. The standard or unit 
 of measure for the sale of illuminating gas by meter shall be the 
 cubic foot, containing sixty-two and three hundred twenty-one one- 
 thousandth pounds avordupois weight of distilled or rain water, 
 weighed in air, of the temperature of sixty-two degrees Fahren- 
 heit's scale, the barometer being at twenty-nine and one-half inches. 
 [63 V. 164, § 5.] S. & S 159. 
 
 Sec. 3554. Metei- must be sealed and stamped. No meter shall be 
 set unless it is tested by a meter-prover, sealed and stamped, as 
 provided in section thirty-five hundred and fifty-six; and any company 
 authorizing the setting of a meter, or allowing the same to be used 
 by any consumer of gas, without being so sealed and stamped, 
 shall forfeit and pay not less than twenty-five nor more than one 
 hundred dollars, to be recovered upon the complaint of any such 
 consumer, in the name of the states before any court of competent 
 jurisdiction. [64 v. 39, § 6.] S. & S. 161. 
 
 Sec. 3555. Gas companies to furnish certain apparatus. There 
 shall be provided, at the expense of the gas companies of this state, 
 at the office of the secretary of state, a standard measure of the 
 cubic foot, and such other apparatus as in his judgment shall be 
 necessary for the performance of his duties under this chapter. 
 [63 V. 164, § 7.] S. & S. 159. 
 
 Sec. 3556. Hoiv and when meters in use to he tested. Meters in 
 use shall be tested on the request of the consumer, in his presence 
 if desired, with a meter-prover tested and sealed as provided in 
 section thirty-five hundred and sixty-one, by an officer or servant of the 
 company; if the meter be found to' be correct, the party requesting 
 the inspection shall pay a fee of twenty-five cents, and the expense 
 of removing the same for the purpose of being tested, and the re- 
 inspectiim shall be stamped on the meter ; if proved incorrect, no 
 fees or expenses shall be paid by the consumer, and the company 
 shall furnish a new meter without any charge to the consumer ; and 
 no gas company shall have the right to charge rent for meters. 
 [64 V. 39, § 9.] S. & S. 161. 
 
 Sec. 3557. What is merchantable gas. Illuminating gas shall 
 not be merchantable in this state which has a minimum value of 
 
GAS AND WATER COMPANIES. 151 
 
 less than twelve candles — that is, a burner consuming five cubic 
 feet per hour shall give a light, as measured by the photometric 
 apparatus in ordinary use, of not less than twelve standard sperm 
 candles, each consuming one hundred and twenty grains per hour ; 
 and every gas-meter must be tested with the burner, and under the 
 pressure best adapted to it, and the result shall be calculated at a 
 temperature of sixty degrees Fahrenheit. [64 v. 39, § 10.] S. 
 & S. 162. 
 
 Sec. 3558. Agents may enter premises to inspect meter. An officer 
 or servant of a gas company, duly authorized in writing by the 
 president, treasurer, agent, or secretary of the company, may, at 
 any reasonable time, enter any premises lighted with gas supplied 
 by such company, for the purpose of examining or removing the 
 meters, and of ascertaining the quantity of gas consumed or sup- 
 plied; and if any person, at any time, directly or indirectly, pre- 
 vent or hinder any such officer or servant from so entering any such 
 premises, or from making such examination or removal, such 
 officer or servant may make complaint, under oath, to any justice 
 of the peace of the county wherein such premises are situate, stat- 
 ing the facts in the case, so far as he has knowledge thereof, and 
 the justice may thereupon issue a warrant, directed to any constable 
 of the city or town where such company is located, commanding 
 him to take sufficient aid, and repair to such premises, accompanied 
 by such officer or servant, who shall examine such meters, and as- 
 certain the quantity of gas consumed or supplied therein, and, if 
 required, remove any, meters belonging to the company. [63 v. 
 164, § 11. J S. & S. 159. 
 
 Sec. 3559. When company may shut off gas. If any person so 
 supplied with gas neglect or refuse to pay the amount due for the 
 same, or for the rent of the meter, or other articles hired by him 
 of the company, the company may stop the gas from entering the 
 premises of such person; in such cases the officers, servants, or 
 workmen of the gas company may, after twenty-four hours' notice, 
 enter the premises of such parties, between the hours of eight in 
 the forenoon and four in the afternoon, and take away such meter, 
 or other property of the company, and may disconnect any meter 
 from the mains or pipes of the company; and no gas company 
 shall have the right to refuse to furnish gas on account of any 
 
152 OHIO COEPORATIONS. 
 
 arrearages due the company for gas furnished to former occupants 
 of the same premises. [63 v. 164, § 12.] 
 
 Sec. 3560. Penalties for tampering with Ttieters. Every person 
 who willfully or fraudulently injures, or suffer^ to be injured, any 
 meter belonging to any gas company, or prevents any meter from 
 duly registering the quantity of gas supplied through the same, or 
 in any way hinders or interferes with its proper action or just regis- 
 tration, or attaches any pipe to any main or pipe belonging to such 
 company, or otherwise burns, or uses, or causes to be used, any gas 
 supplied by such company, without the written consent of an officer 
 thereof, unless the same passes through a meter set by the company, 
 or fraudulently burns the gas of the company, or wastes the same, 
 shall, for every such offense, forfeit and pay to the company not 
 more than one hundred dollars, to be recovered in an action brought 
 by the company against such offender, and in addition thereto shall 
 pay the company the amount of damage by it sustained by reason 
 of such injury, prevention, waste, consumption, or hinderance. [63 
 V. 164, §§ 13, 14.] S. & S. 160. 
 
 Sec. 3561. Each company to provide certain apparatus. All gas 
 companies supplying the public with illuminating gas which are not 
 supplied with such apparatus, shall forthwith provide for their use a 
 meter prover, the holder of which shall contain not less than five feet, 
 the same to be tested, stamped, and sealed in the secretary of state's 
 office before being used, and a photometer for the comparison of the 
 lights of gases and candles by means of a disk. [73 v. 227, § 3.] 
 
 Sec. 3561a. Laws made applicable to natural gas companies in cer- 
 tain cities. The provisions of this chapter, so far as the .same may 
 be applicable, shall apply also to any company organized for the 
 purpose of supplying the public and private buildings and manu- 
 facturing establishments of all cities of the third grade of the second 
 class, having a population not exceeding 16,000 at [the] federal 
 census of A. d. 1880, with natural gas for fuel ; but said company 
 shaU be liable for any damage that may result from the transporta- 
 tion of the same ; provided, the township trustees shall not assent 
 to the laying down of any line of pipes in an}- township of this 
 state, as provided in sections 3550 and 3551, until the company or 
 corporation proposing to lay the same shall obtain the assent, in 
 writing, of a majority of the land-owners whose lands may be ad- 
 jacent to the road or highway upon which said line of pipes or con- 
 ductors are to be laid. [82 Ohio L. 213,] 
 
HYDEAULIC COMPANIES. 153 
 
 HYDEAULIC COMPANIES. 
 
 Section Section 
 
 3562. May enter upon land for sur- 3566. Companies may consolidate. 
 
 vey. 3567. Notice of meeting for such 
 
 3563. When and for what purpose purpose. 
 
 - may appropriate land. 3568. Proceedings at the meeting. 
 
 3564. Certain companies relieved 3569. When water may be drawn 
 
 from cause of forfeiture. from canals. 
 
 3565. May borrow money and make 3570. Certain provisions of chapter 
 
 mortgage. five applicable. 
 
 Sec. 3562. May enter upon land for survey. A company incor- 
 porated under the lawg of this state for hydraulic or manufacturing 
 purposes, to which the board of public works, for a stipulated rev- 
 enue, has leased and granted, or may hereafter lease and grant, the 
 right to use and employ the surplus water of any of the public 
 canals of this state, for propelling the machinery of such company, 
 may enter upon any land upon or across which it may be desired to 
 build, excavate, or construct its hydraulic canal, race-ways, or water- 
 channel, for convepng and discharging such surplus water to and 
 from the point at which it is desired to employ the same, and survey 
 the route thereof. [63 v. 147, § l.J S. & S. 172. 
 
 Sec. 3563. May appropriate land. Such company may appro- 
 priate so much of the land as it may deem necessary for its canals, 
 race-way, or water-channel, with the necessary culverts, waste-weirs, 
 aqueducts, water-gates, abutments, and fixtures, and the right of 
 way over adjacent lands sufficient to enable it to construct and re- 
 pair the same, if the probate court, in the proceedings instituted for 
 that purpose, find that the erection and operation of its proposed 
 works will be subservient to the public welfare. [63 v. 147, §§ 2, 
 3, 4.] S. & S. 172, 173. 
 
 Sec. 3564. Certain companies released from cause of forfeiture. 
 All hydraulic companies incorporated and organized before March 
 23, 1866, which became liable to a judgment of ouster from their 
 corporate franchises, by reason of a non-user thereof for five or more 
 years, but against which no proceeding to obtain such judgment had 
 been commenced, and which had resumed and were then in the 
 bona fide exercise of their franchises, are relieved from such cause 
 of forfeiture, and no judgment for that cause shall be rendered 
 against them, or either of them. [63 v. 50, § 1.] S. & S. 173. 
 
I54 OHIO COEFORATIONS. 
 
 Sec. 3565. May borrow money and mdlce mortgage. Any hydraulic 
 company may, for the purpose of repairing, completing, or extend- 
 ing its works, borrow money to an amount not exceeding one-half 
 of its capital stock actually paid • in, and . may secure the payment 
 of the money so borrowed by the issue of bonds or notes, bearing 
 interest not to exceed the rate authorized by law, and secured by 
 mortgage on its real estate, or any part thereof; but such bonds or 
 notes shall not be issued without the assent in writing of the holders 
 of a majority of the stock in the company. [70 v. 160, § l.J 
 
 Sec. 3566. Companies may consolidate. Any hydraulic company, 
 now or hereafter organized under the laws of this state, may con- , 
 solidate with any other hydraulic company in this or any adjoining 
 state, when the works of such companies are connected or proposed 
 to be connected, which consolidation shall be by an agreement of the 
 corporations, duly ratified by a vote of the holders of two-thirds of 
 the stock of each of the companies ; when so consolidated the com- 
 panies shall constitute one company, and take such name as the 
 agreement shall designate ; if both are organized under the laws of 
 this state, the consolidated company shall possess aU the rights, privi- 
 leges, and franchises of each of the corporations parties in the agree- 
 ment, and if one is organized under the laws of any other state, the 
 consolidated company shall possess aU the rights, privileges, and 
 franchises of the company organized under the laws of this state, 
 and iu either case the consolidated company shall possess and hold all 
 the property and rights of action, subject to aU liens upon the re. 
 spectivc property of each of the companies ; and all debts, liabilities, 
 and duties of either of the companies shall henceforth attach to the 
 new company, and may be enforced against it. [69 v. 177, § l.j 
 
 Sec. 3567. Notice of meeting for such purpose. The notice of a 
 meeting to take into consideration the agreement to consolidate, shall 
 be given to the stockholders of such companies, by the secretaries of 
 the respective companies, by publication in a newspaper printed and 
 published in the county where such corporation is located, thirty days 
 previous to such meeting, stating the object of the meeting ; a printed 
 copy of such notice shall be sent by the secretary of each company, 
 by mail, to any stockholder whose residence is out of the county ; 
 and the publication and sending of such notice must be certified by 
 the secretaries on their respective record books. [69 v. 177, § 2.] 
 
 Sec. 3568. Proceedings at tlie meeting. The stockholders at the 
 
CEMETEEY ASSOCIATIONS. 155 
 
 meeting so called shall take into consideration the agreement to con- 
 solidate, and, after the adoption of the same shall appoint the time 
 and place for the election of directors and other officers of the new 
 corporation provided for in the agreement, a certified copy of which, 
 and of the proceedings and vote on the consolidation, shall be cer- 
 tified by the officers of such meeting, under their seals, and be 
 acknowledged by them before an officer authorized by law to take 
 acknowledgment of deeds, and shall be forthwith filed in the office 
 of the secretary of state ; and a copy of the agreement and act of 
 consolidation so filed in the office of the secretary of state, duly cer- 
 tified by him, shall be evidence of the existence of such consolidated 
 company. [69 v. 177, § 3.] 
 
 Sec. 3569. When water dravmfrom camdg. All canal companies 
 and persons having oversight of any canal are prohibited from here- 
 after drawing ofi" the water from such canal for the purpose of clean- 
 ing out the same, or making the general annual repairs thereof, and 
 from allowing the water to remain out of the same, at any time be- 
 tween the thirtieth day of June and the thirtieth day of September 
 in any year ; and if any such company or person violate the pro- 
 visions of this section, such company or person shall forfeit and pay 
 to the state not less than five hundred nor more than three thousand 
 dollars, to be recovered in a civil action, before any court having 
 jurisdiction thereof [43 v. 17, § l.J S. & C. 225. 
 
 Sec. 3570. Certain provisions of chapter five applicable. The pro- 
 visions of chapter five for the foreclosure of a mortgage of a turnpUie 
 or plank-road, and the sale thereof upon such mortgage or upon 
 execution, shall apply to the foreclosure of a mortgage of the canal 
 of any company, and to the sale thereof on such proceedings or on 
 execution. [54 v. 179, §§ 1, 2.] S. & C. 339. 
 
 CEMETERY ASSOCIATIONS. 
 Section Section 
 
 3671. May acquire land not exceed- 3575. Sale of land. 
 
 ing one hundred acres. 3576. Plat of grounds and regula- 
 
 3572. Certain associations may ac- tions. 
 
 quire additional lands. 3577. Countycomraissionersmaypur 
 
 3573. When land may be appropri- thase road to cemetery. 
 
 ated. 3578. Exemption of burial-grounds. 
 
 3574. How receipts and income to be 3579. May act as a soldiers' menu- 
 
 applied, mental association. 
 
156 OHIO CORPORATIONS. 
 
 ."iJSO. May appoint policemen. 3584. When such corporation may 
 
 3581. Powers of association in certain hold land in village. 
 
 counties. 3585. Powers of certain corpora- 
 
 3582. How receipts and income to be tions. 
 
 applied. 3586. Rights of lot owners as- 
 
 3583. May accept and execute certain sured. 
 
 trusts. 
 
 Sec. 3571. May acquire land not exceeding one hundred acres. A. 
 company or association incorporated for cemetery purposes may pur- 
 chase, appropriate, or take by gift or devise, and hold, not exceed, 
 ing one hundred acres of land, which shall be exempt from execution, 
 from taxation, and from being appropriated to any other public 
 purpose, if used exclusively for burial purposes, and in no wise with 
 a view to profit. [72 v. 113, § 5.] 
 
 Sec. 3572. Certain associations may acquire additional land. Any 
 such company or association which is limited to the ownership, by 
 appropriation or otherwise, of a designated number of acres of land 
 for such purpose, may purchase, according to law, additional lands 
 to the extent necessary for such purposes ; but not more than fifty 
 acres shall be purchased in any year, and not more in the aggregate 
 shall be so purchased and held by any such company or association 
 than one hundred acres. [74 v. 60, § 1.] 
 
 Sec. 3573. Appropriation of land by cemetery associations. If it 
 be necessary to acquire any lands by appropriation, such proceed- 
 ings shall be taken therefor as are provided for the appropriation of 
 property to the use of corporations ; but no lands shall be so appro- 
 priated until the probate court is satisfied that suitable premises can 
 not be obtained by contract upon reasonable terms, ahd no lands 
 shall be appropriated upon which there is any dwelling-house, barn, 
 stable, or other farm buildings, or upon which there is any orchard 
 or nursery, or any valuable mineral or other medicinal spring, or 
 any well actually yielding oil, or salt water, unless the same shall 
 adjoin a cemetery already located and used, on the same or opposite 
 side of a public highway ; nor shall any laud be appropriated, uor 
 any cemetery located, whether it is being established by an associa- 
 tion incorporated for cemetery purposes, or by benevolent or re- 
 ligious societies, within two hundred yards of any dweUing-house, 
 unless the owner of such dwelling-house gives his consent, or unless 
 the entire tract be so appropriated as a necessary addition to or en- 
 
CEMETERY ASSOCIATIONS. 157 
 
 largement of a cemetery already located and used ; but in cities of 
 the third and fourth grade of the second class, where the cemetery 
 lies within a municipal corporation, the association may, without 
 such consent, appropriate property within one hundred feet, or the 
 width of a street, of any dwelling-house. [83 Ohio L. 64.] 
 
 Sec. 3574. Hoiu receipts and inoome to be applied. After paying 
 for such land, all future receipts and incomes of such company or 
 association, whether from sale of lots, donations, or otherwise, shall 
 be applied exclusively to laying out, preserving, protecting, and 
 embellishing the cemetery, and the avenues leading thereto, the 
 erection of such buildings as may be necessary for the cemetery pur- 
 poses, and to paying the necessary expenses of the cemetery com- 
 pany or association ; no debts shall be contracted in anticipation of 
 future receipts, except for original purchasing, laying out, inclosing, 
 and embellishing the ground and avenues, for which a debt or debts 
 may be contracted not exceeding ten thousand dollars in the whole, 
 to be paid out of future receipts ; and such company or association 
 may adopt such rules and regulations as it may deem expedient for 
 disposing of and conveying burial lots ; but any person not already 
 the owner of a lot in the cemetery shall have the right to purchase 
 any lot not before sold by the company or association, and have it 
 conveyed to him by the company or association, upon tender of the 
 usual price asked therefor by it. [72 v. 113, § 5.1 
 
 Sec. 3575. Sale of lots. Burial lots sold by such cemetery com- 
 pany or association shall be for the sole purpose of interments, shall 
 be subject to the rules prescribed by the company or association, and 
 shall be exempt from taxation, execution, attachment, or any other 
 claim, lien, or process whatever, if used exclusively for burial pur- 
 poses, and in no wise with a view to profit. [46 v. 97, § 6.] S. & 
 C. 227. 
 
 Sec. 3576. Plat of grounds and regulations. Every such com- 
 pany or association shall cause a plat of its grounds, and of the lots 
 by it laid out, to be made and recorded — the lots to be numbered 
 by regular consecutive numbers ; it may inclose, improve, and adorn 
 the grounds and avenues, erect buildings for its use, prescribe rules 
 for inclosing and adorning lots, and for erecting monuments in the 
 
 Note. — For statutes providing for cemeteries owned by minicipalities, 
 and regulations, eic, of same, see Bev. Stat., ?2 2J16 to 2558. For town- 
 ship cemeteries, i 1464 et seq. 
 
158 OHIO COEPOEATIONS. 
 
 cemetery, and prohibit any usd, division, improvement, or adorn- 
 ment of a lot which it deems improper ; and an annual exhibit shall 
 be made of the affairs of the aompany or association. [46 v. 97, 
 § 7.] S. & C. 227. 
 
 Sec. 3577. County commissioners may purchase road to cemetery. 
 The county commissioners of the several counties may, on petition 
 for that purpose by any turnpike road company, purchase so much 
 of any turnpike road as lies between any city or village and any 
 cemetery or public burying-ground, and make the same a free road 
 to such cemetery or burying-ground, the cost of the same to be paid 
 out of the county bridge fund ; and so much of the road as is so 
 purchased by the county commissioners shall be kept in repair by 
 them, and the cost of such repairs shall be paid for out of the county 
 general fund. [74 v. 40, § 1.] 
 
 Sec. 3578. Exemptions of burial-grounds. Lands appropriated 
 and set apart as burial-grounds, either for public or private use, and 
 so recorded in the recorder's office of the county where the same are 
 situate, or any burial-ground that has been used as such for fifteen 
 years, shall not be subject to sale on execution on any judgment, to 
 taxation, to dower, nor to compulsory partition ; but land so appro- 
 priated and set apart as a private burial-ground shall not be so ex- 
 empt if it exceed in value the sum of fifty dolhirs. [33 v. 11, § 1.] 
 S. &C.227. 
 
 Sec. 3579. May act as soldiers' monumental association. Any such 
 company or association may act either as a soldiers' monumental or 
 as a cemetery association, and may, as it shall elect, take charge of 
 the management of cemetery grounds, or monuments especially 
 erected in honor of soldiers or seamen who have died in the service 
 of the state, or of the United States, or both ; and monuments, and 
 the surroundings thereof, erected in honor of deceased soldiers or 
 seamen, shall be protected by and under the penalties prescribed in 
 the statutes for the protection of cemeteries and burial-grounds. 
 [62 V. 44, § 1.] S. & S. 68. 
 
 Sec. 1. May acquire real estate. That in cities of the first class 
 and third grade, and cities of the second class and third grade, it 
 shall be lawful for any association or]|corporation, organized or in- 
 corporated under any law of this state relative to soldiers' memorial 
 associations, or monumental building associations, or cemetery asso- 
 ciations or corporations, to acquire, use and occupy for the purposes 
 
CEMETERY ASSOCIATIONS. 159 
 
 intended or declared by such association or corporation, any real es- 
 tate which has been acquired by, donated to, or which may hereafter 
 be acquired, purchased or donated to such corporation or association, 
 wliich, in the opinion of the trustees, directors or managers of such 
 association or corporation, may be necessary and proper to carry out 
 the object intended for such association or corporation. r^2 Ohio 
 L. 9.] "-^ 
 
 Sec. 2. That the real estate held or occupied by any memorial 
 or monumental association or corporation described in the first sec- 
 tion of this act, shall be free from all state, county, township and 
 municipal corporation taxes, as well as any and all unpaid taxes 
 now assessed, or a lien thereon. [83 Ohio L. 1.1 
 
 Sec. 3580. J/qt/ aj^iDoint policemen. The trustees, directors, or 
 other officers of any cemetery company or association, whether in- 
 corporated or unincorporated, may aiopoint as many day and night 
 watchmen of then- grounds as they deem expedient ; such watch- 
 men, and all superintendents, gardeners, and agents of such com- 
 pany or association stationed on the grounds, may take and subscribe, 
 before any mayor or justice of the peace in the township where such 
 grounds are situate, an oath of office similar to the oath required by 
 law of constables ; and upon taking such oath such watchmen, su- 
 perintendents, gardeners, and agents shall have, exercise and possess 
 all the powers of police officers within and adjacent to the cemetery 
 grounds, and may arrest on view all persons engaged in violating 
 the by-laws, rules, or regulations adopted by such trustees, directors, 
 or other officers, or the laws of this state in reference tu tl e protec- 
 tion, good order, care, and preservation of cemeteries, and the trees, 
 shrubbery, structures, and adornments therein, and bring such per- 
 sons so offending before the mayor or justice of the peace within 
 such township, to be dealt with according to law. [66 v. 48, § 2.] 
 
 Sec. 3581. Powers in certain counties. The trustees of any ceme- 
 tery company or association, in any county containing a city of the 
 first class, may purchase, or take by gift or devise, land for the sole 
 and exclusive use of a cemetery, not exceeding five hundred acres 
 in extent, and hold the same exempt from execution, and from ap- 
 propriation for public purposes, thre.e hundred acres of which shall 
 be exempt from all taxation ; and the trustees, whenever in their 
 opinion any portion of their lands is unsuitable for l)urial purposes, 
 may sell such portion, and apply the proceeds thereof to the general 
 
160 OHIO COEPOKATIONS. 
 
 purposes of the company or association ; but upon such sales being 
 made, the lands so sold shall be returned by the trustees to the auditor 
 of the proper county, to be by him placed upon the grand duplicate 
 for taxation. [63 v. 88, § I ; 67 v. 35, § l.J S. & S. 69. 
 
 Sec. 3582. How receipts and income to be applied. The receipts and in- 
 come of such company or association, whether derived from the sale 
 of lots„.from donations, or otherwise, shall be applied to the payment 
 of the purchii sen f such lands, to the laying out, preservation, protectioi. 
 and establishment of the cemetery, and the avenues within the same, 
 to the erection of such buildings as may be necessary, and to the gen- 
 eral purposes of such company or association; no debts shall be con- 
 tracted in anticipation of future receipts, except for the original pur- 
 chase of the land, and Inying out, inclosing, and embellishing the 
 grounds, and avenues therein; and no part of the proceeds of lands 
 sold, or any of the funds of any such company or association, shall ever 
 be divided to its stockholders or lot owners, but all its funds shall be 
 used exclusively for the purpose of the company or association, as 
 herein above specified, or invested in a fund the income of which shall 
 be used and appropriated as aforesaid. [67 v. 35, § 'l.\ 
 
 Sec. 35S3. May accept and execute certain trusts. Every cemetery com- 
 pany or association shall have full power and capacity to take, hold, 
 possess, use, enjoy, and occupy such property of any kind as may be 
 hereafter legally given, granted, or devised to it, for the purpose of 
 building or repairing fences, graves, vaults, monuments, walks, ceme- 
 tery lots, drives, or avenues in its cemetery, or for the purpose of build- 
 ing or repairing therein any particular fence, cemetery lot, grave, vault, 
 monument, walk, drive, or avenue, and to appropriate such property, 
 or the proceeds thereof, to any of the foregoing purposes, according to 
 the terms of the trust for which the same may be given, granted, or 
 devised as aforesaid. [73 v. 210, g 1.] 
 
 Sec 3584. When may hold land in village. Any association of persons 
 who have been and are acting as a cemetery association, and have pur- 
 chased and improved land for cemetery purposes, paid for by subscrip- 
 tions of lot holders and the sale of lots, and who are acting through a 
 board of trustees chosen by members of the association, may, when the 
 lands thus occupied for cemetery purposes have been brought or held 
 within the corporate limits of any village subsequently to the time of 
 their purchase and improvement, become incorporated for cemetery 
 purposes, as though the lands held by the association were outside of 
 such corporate limits. [75 v. 132, § 1 ] 
 
 Sec. 3585. Powers of certain corporations. Any association organized 
 under the preceding section may, as the successor of the original as- 
 sociation, through and bj' the concurrence of the original association, 
 take ]iassession of, hold, and use for cemetery purposes, all the prop- 
 
CEMETERY ASSOCIATIONS. 161 
 
 erty belonging to and held by the original association for such purposes, 
 with full power to sell and convey lots, and to do all and singular the 
 things necessary in the proper arrangement of the affairs of such as- 
 sociation. [75 V. 132, § 2.] 
 
 Sec. SoSfi. Bights of hi owners assured. All rights of present lot 
 owners in the cemetery grounds of the original association are reserved 
 and assured to them, and made valid, without reference to the form of 
 oonveyance issued to them by the trustees of the original association. 
 [75 V. 132, § 3.] 
 
 An Act to authorize cemetery associations to create a sinking fund and to 
 
 invest the same. 
 
 Section 1. Cemetery associations maij create sinking fund. Be it enacted 
 by the General Assembly of the State of Ohio, That any cemetery associa- 
 tion which has been organized under any general or special law of this 
 state, is hereby fully authorized and empowered to create a sinking 
 fund, out of any surplus money they may have on hand, or which may 
 have been given to said association by will, deed, or otherwise. 
 
 Sec. 2. How such funds invested. That it shall be lawful for any ceme- 
 tery association so organized to invest any sum of money appropriated 
 to said sinking fund in any bonds of the United States, State of Ohio, 
 or any city of the State of Ohio, or to loan it upon first mortgage of 
 real estate in the State of Ohio worth double the loan, or upon col- 
 lateral of any of the above securities of equal face value with the loan: 
 provided, however, that it shall not be lawful to loan any such money 
 to any member of said cemetery board. 
 
 Sec. 3. How expended. That all moneys thus appropriated to any 
 sinkingfund, and all interest derived thereon, shall be held exclusively 
 for the enlargement of cemetery grounds, their improvement, repair 
 or adornment, or for constructing or keeping in repair any buildings, 
 monuments or other structures deemed necessary or appropriate for 
 cemetery grounds, and shall not be appropriated or used for any 
 other purpose whatever. [80 Ohio L. 91.] 
 
 An Act to authorize the sale of certain cemeteries and the removal of the 
 remains of the dead interred therein. 
 
 Section 1. Be it enacted by the General Assembly of the State of Ohio, 
 That the trusteesof any cemetery association, whose cemetery is within 
 the limits of any city or village, and interments in which have been 
 prohibited by the ordinance of such municipal corporation, or whoso 
 cemetery has been abandoned as a place for the bur'aA. of the dead, 
 may apply by petition to the court of common pleas of the county where 
 such cemetery is as above described, [and] the court may order the same 
 to be sold, and direct the application of the money arising therefrom to 
 11 
 
162 
 
 OHIO COEPOEATIONS. 
 
 the payment of the costs and expenses of the removal and re-inlerment 
 of the remains of the dead interred therein, and to the payment of 
 the debts, if there be any, of such cemetery association, and the court 
 shall grant such time for the removal of the dead after the confirma- 
 tion of such sale as it may deem necessary. 
 
 Sec. 2. Notice of the filing of such application shall be given by 
 publication in some newspaper of general circulation in the county 
 vfhere it is filed, for four consecutive weeks, setting forth the object and 
 prayer thereof, and that any person claiming an interest in the subject- 
 matter of such petition may appear and file an answer therein; and 
 the court shall, on final hearing of the case, make such order or decree 
 as will best secure the rights of the persons having an interest in such 
 cemetery. [82 Ohio L. 164.] ' 
 
 SUPERINTENDENT 
 Section 
 
 266. Appointment, term, and who in- 
 
 eligible. 
 
 267. Bond. 
 
 268. Shall enforce all laws on in- 
 
 surance. 
 
 269. May appoint a chief clerk, and 
 
 other clerks, and assistants. 
 
 270. Office, and how and from what 
 
 fund salaries paid. 
 
 271. His certificates, assignments and 
 
 conveyances, and copies from 
 his office. 
 
 272. Examinations of companies do- 
 
 ing business in the state. 
 
 273. Power of examiners. 
 
 274. Proceedings against unsound life 
 
 or joint stock companies. 
 
 275. Proceedings on default of such 
 
 companies to comply with 
 requisitions. 
 
 276. Proceedings against unsound 
 
 mutual companies. 
 
 OF INSUEANCE. 
 Section 
 
 277. Proceedings against unsound 
 
 foreign companies. 
 
 278. Eecords and annual reports. 
 
 279. Annual valuation and examina- 
 
 tion of life companies. 
 
 280. Shall furnish blanks for state- 
 
 ments by companies. 
 
 281. Securities shall be deposited with 
 
 state treasurer. 
 
 282. Fees to be paid by companies. 
 28ii. Licenses required of agents. 
 
 284. Annual publication by com- 
 
 panies. 
 
 285. How agents of foreign com- 
 
 panies appointed. 
 
 How life company may discon- 
 tinue business. 
 
 Companies organized under fed- 
 eral laws made subject to this 
 chapter. 
 
 288. Penally. 
 
 289. Insurance business unlawful ex- 
 
 cept under this chapter. 
 
 286. 
 
 287. 
 
 Sec. 266. Appointment and term — Who indigihle. The superin- 
 tendent of insurance shall be appointed by the governor, by ami 
 vpith the advice and consent of the senate, and hold his office foi 
 three years; and no person shall be appointed v?ho is not an 
 elector of this state, or who has any official connection with an in- 
 
SUPERINTENDENT OF INyURAXCE. 163 
 
 surance company, owus any stock in such company, or is interested 
 in the business thereof, except as a policy holder. 69 v. 32, § 2. 
 
 Sec. 267. Bond and oath filed with the secretary of state. Before 
 entering upon the discharge of his duties, the superintendent shall 
 give bond to the state in the sum of twenty thousand dollars, witli 
 not less than two sureties, to be approved by the governor, condi- 
 tioned for the faithful discharge of his duties; and the bond, with 
 his oath of office and the approval of the governor indorsed thereon, 
 shall be filed with the secretary of state. [69 v. 32, § 3.] 
 
 Sec. 268. Duty to enforce insurance laws. The superintendent 
 shall see to the execution and enforcement of all laws relating to 
 insurance. [69 v. 32, § 3.] 
 
 Sec. 269. 3Iay appoint chief clerk — Cleric to talce oath and give 
 bond — And may discharge duties of superintendent — Other clerks may be 
 employed, and experts. The superintendent may appoint a chief 
 clerk, who shall have the same qualifications as the superintendent, 
 as before prescribed, whose appointment shall be evidenced by a 
 certificate thereof under the official seal of the superintendent ; and 
 before entering upon the discharge of his duties, the clerk shall 
 take the oath of office, and give bond in the sura of ten thousand 
 dollars to the superintendent, with two or more sureties to the 
 acceptance of the superintendent, conditioned for the faithful per- 
 formance of his official duties ; and in case of the absence or 
 inability of the superintendent, the clerk has the powers and shajl 
 perform the duties of superintendent; and the Superintendent may 
 employ, from time to time, as he deems necessary, such other clerks 
 as the prompt dispatch of business requires; and he may also, 
 from time to time, employ skilled and competent persons to ex- 
 amine the business and affiiirs of insurance companies and report 
 thereon. [69 v. 32, § 4.J 
 
 Sec. 270. Office where — How salaries and other expenditures paid. 
 The office of the superintendent shall be in the state house, and 
 all salaries and expenditures of the insurance department shall be 
 paid on the certificate of the superintendent ; but no money shall 
 be so paid out of the state treasury in excess of the amount col- 
 lected from insurance companies, as provided by law. [69 v. 32, § 4.] 
 
 Sec. 271. Instruments under superintendent's seal to be evidence, 
 and entitled to record. Any certificate, assignment, or conveyance, 
 executed by the superintendent in pursuance of law, and sealed 
 
 §268. See note under sec. 3656. 
 
1G4 OHIO COEPOEATIONS. 
 
 with his seal of office, shall be received as evidence, and may be 
 recorded in the proper recording office in the same manner and with 
 like effect as a deed regularly acknowledged before an officer author- 
 ized by law to take acknowledgments of deeds ; and all copies of 
 papers in the office of the superintendent, certified by him and 
 authenticated by the seal, shall in all cases be evidence equally and 
 in like manner as the originals. [69 v. 32, § 5.] 
 
 Sec. 272. Examinations of companies doing business in the state. 
 The superintendent, when he has reason to suspect the correctness 
 of any statement of an insurance company doing business in the 
 state, whether incorporated in this state or not, or that its affairs 
 are in an unsound condition, shall make, or cause to be made by 
 some person by him for that purpose appointed, an examination 
 into the affairs of such company ; and such company, its officers and 
 agents, shall submit their books and business to such examination, 
 and in every way facilitate the same, and he shall, annually, make 
 or cause to be made, an examination of the assets of every life in- 
 surance company organized under the laws of this state, and ascer- 
 tain if the same are invested in the manner prescribed by law at 
 the date each investment was made, and also if the last preceding 
 annual statement of assets and unpaid death claims was correct; 
 and the expense of all examinations shall be charged to and col- 
 lected of the companies examined, respectively, except that the 
 actual expenses incurred by said examination of a life insurance 
 company organized* under the laws of this state shall be paid out 
 of the fees paid by the insurance companies to the insurance depart- 
 ment. [75 V. 576, § 7; 69 v. 32, § 12.] 
 
 Sec. 273. Power of examiners — May publish resvU. For the pur- 
 poses of such examination, the superintendent, or the person or 
 persons so appointed by him, have power to administer oaths to and 
 examine the officers and agents of such company relating to its busi- 
 ness and affairs; and when the superintendent deems it to the in- 
 terest of the public, he may publish the result of such investigation 
 in a newspaper printed in Columbus, and of general circulation in 
 the state, and in one j)rinted in the county where the principal 
 office of such company is located. [69 v. 32, § 8.] 
 
 Sec. 274. Proceedings against unsound companies. When it ap- 
 pears to the superintendent, from examination, or otherwise, that 
 the assets of any life insurance company, organized under the laws 
 
SUPERINTENDENT OF INSUliANCE. 165 
 
 of the state, are insufficient to reinsure its outstanding risks, as pro- 
 vided by this chapter, gr that the assets of any joint stock insurance 
 company other than life, organized under the laws of this state, after 
 deducting therefrom all actual liabilities and a reinsurance fund 
 equal to fifty per cent of the whole amount of premiums on all un- 
 expired risks and policies, are reduced twenty per cent or more 
 below the capital stock required by law, he shall require the officers 
 thereof to direct the stockholders to pay in the amount of such 
 deficiency, within such period as he designates in such requisition; 
 and after the superintendent issues his requisition calling for a sum 
 to be paid by the stockholders of any company, amounting to or 
 exceeding forty per cent of the capital, it is unlawful for the com- 
 pany to issue any new policies or transact any new business until 
 the superintendent of insurance issues to such company a license, 
 authorizing it to resume business, or until the court has rendered its 
 decision in the case, as herein provided ; but in case tlie requisition 
 calls for a less amount than forty per cent of tlie capital, and the 
 officers of the company, in accordance with the requisition, direct 
 the stockholders to pay the amount required for making up the 
 capital, and so signify to the superintendent, then it will be lawful 
 for the company to continue business as before the issuing of the 
 requisition, for the term of thirty days from the date thereof; and 
 if at the expiration of the thirty days, any portion of the requisition 
 of the superintendent remains unpaid, the company shall not issue 
 any new policies, or transact any new business until authorized by 
 the superintendent as aforesaid. [70 v. 165, § 9.J 
 
 Sec. 275. Procedure in case of default to comply with requisition. 
 In case of default on the part of the company to comply with such 
 requisition, the superintendent shall communicate the fact to the 
 attorney-general, who shall apply to the court of common pleas of 
 the county in which the principal office of the company is located 
 for an order requiring such company to show cause why the business 
 thereof should not be closed, and shall give to the company such 
 notice of the pending of such application as the court directs, and 
 the court shall thereupon proceed to hear the allegations and proof 
 of the respectiye parties ; or, the court shall have power to refer the 
 application of the attorney-general to a referee, to inquire into and 
 report upon the facts stated therein. In case it appears to the sat- 
 isfaction of the court that the assets of the. company are not piif- 
 
166 OHIO CORPORATIONS. 
 
 ficient, as aforesaid, or that the interests of the public so require, the 
 court shall decree a dissolution of the company and a distribution 
 of its effects; and any transfer of the stock of a company made 
 during the pendency of such investigation shall not release the 
 party making the transfer from his liability for losses which have 
 occurred previous to the transfer. [70 v. 165, § 10.] 
 
 Sec. 276. In relation to unsound mutual insurance companies. If, 
 upon examination, it appears to the superintendent that the assets 
 of any company organized on the plan of mutual insurance, after 
 deducting therefrom all actual liabilities and a reinsurance fund 
 equal to fifty per cent of the advanced cash premiums received on 
 all unexpired risks and policies, are insufficient to justify the con- 
 tinuance of such company in business, he shall proceed, in relation 
 to such company, in the same manner as is herein required in regard 
 to joint-stock companies; and the trustees or directors of such 
 company are hereby made personally liable for any losses which are 
 sustained upon risks taken after the superintendent of insurance 
 has issued his requisition for filling up the deficiency in the assets, 
 and before such deficiency is made up ; but nothing herein shall be 
 so construed as to require any mutual fire insurance company to 
 keep on hand any cash reinsurance reserve or funds invested in 
 securities, other than their premium notes, when the premium notes 
 amount in gross to three per centum of the amount at risk by the 
 company. [70 v. 165, § 11.] 
 
 Sec. 277. Revocation of authority to such companies. When it ap- 
 pears to the superintendent of insurance, from the report of the 
 person ajipointed by him, or other satisfactory evidence, that the 
 affairs of any company, partnership, or association, not organized 
 under the laws of this state, are in an unsound condition, he shall 
 revoke the authority granted to such company to do business in this 
 state, and cause a notice thereof to be published in at least one 
 newspaper published in the city of Columbus, and in the county 
 where the general agency is located within this state ; and after the 
 publication of such notice, it is unlawful for the agents of such 
 comjjany to procure any new applications for insurance or to issue 
 any new policies. [69 v. 32, § 12.] 
 
 Sec. 278. Record of proceedings, a)id report thereof. The supei> 
 intendeut shall keep and preserve, in a permanent form, a full record 
 of his pmceedintr^', including a concise statement of the condition 
 
SUPERINTENDENT OF INSURANCE. ] fi7 
 
 of each company, reported, visited, or examined by him; and he 
 shall, annually, at the earliest practicable date after the returns 
 are received from the several companies, make a report to the legis- 
 lature of the general conduct and condition of the insurance com- 
 panies doing business in this state, with such suggestions as he 
 deems expedient, including also the information contained in the 
 statements required of the companies, and the result of the official 
 valuations of life policies, to be arranged in tabular form, and 
 prepare the same for printing in two separate reports, one pertain- 
 ing to life insurance companies, and the other to all insurance com- 
 panies other than life; and he shall also report the names and 
 compensation of the clerks employed by him, the whole amount of 
 income, the source whence derived, and the expenses in detail, dur- 
 ing the year ending on the thirty-first day of the preceding Decem- 
 ber. [69 V. 32, § 13.] 
 
 Sec. 279. Annual valuations, rate of interest, etc. The super- 
 intendent shall, annually, make, or cause to be made, net valua- 
 tions of all outstanding policies, additions thereto, unpaid dividends, 
 and all other obligations of every life insurance company transact- 
 ing business in this state ; and for the purpose of such valuations, 
 and for making special examinations of the condition of life in- 
 surance companies, as provide,d in the laws of this state relating 
 to life insurance companies, and for valuing all policies of what- 
 ever description, and for any purpose whatever, the rate of interest 
 shall be four per cent per annum, and the ra'te of mortality shall be 
 established by the tables known as the American experience 
 tables; but when the laws of any other state of the United States 
 authorize a valuation of life insurance policies by some designated 
 state officer, according to the standard herein provided, or accord- 
 ing to any other standard which makes the value of the policy not 
 less than that of the standard herein provided, the valuation made 
 according to the said standard, by such officer, of the policies and 
 other obligations of any life insurance company not organized un- 
 der the laws of this state, and certified by said officer, may be re- 
 ceived as true and correct, and no further valuation of the same 
 shall be required of such company by the superintendent of in- 
 surance. [75 v. 580, § 14.] 
 
 Sec. 280. Forms of statements to be furnished. The superintendent 
 shall, annually, in September, furnish to the insurance companies 
 
168 OHIO COEPORATIONS. 
 
 doing business in this state, two or more printed copies of the 
 forms of statements required by this chapter to be made by them, 
 and he may make such changes, from time to ttsue, in the form 
 of the same, and such additions thereto, as seems to him best 
 adapted to elicit from the companies a true exhibit of their condi- 
 tion. [69 V. 32, § 15.] 
 
 Sec. 281. Securities shall be deposited in tlie slate treasury. All 
 securities deposited with the superintendent of insurance, pursu- 
 ant to the provisions of any law of the state, shall be deposited 
 by him with the treasurer of state, who, with his sureties, shall be 
 responsible for the safe keeping thereof; and the treasurer shall 
 only deliver such securities or coupons attached thereto upon the . 
 written order of the superintendent of insurance. [70 v. 165, 
 §16.] 
 
 Sec. 282. Fees shall be paid by companies. There shall be paid 
 by every insurance company doing business in this state, to the 
 superintendent of insurance, the following fees: For filing copy of 
 its charter or deed of settlement, twenty-five dollars ; for filing 
 statement preliminary to admission, twenty dollars; for filing each 
 annual statement after admission, twenty dollars ; for each certifi- 
 cate of authority, or license, and certified copy thereof, two dollars ; 
 for each copy oTa paper filed in his oflSce, the sum of twenty cents 
 per folio; and for affixing the seal of office, and certifying any pa- 
 per, one dollar : provide'd, that any company may pay to the super- 
 intendent the sum of two hundred and fifty dollars for licenses to 
 its agents for the year, and by so doing shall be entitled, without 
 further charge, to licenses for as many agents as it may choose to 
 appoint. There shall be paid, also, by every life insurance com- 
 pany doing business in this state, annually, by way of compensa- 
 tion for the valuation of its policies, in case no certified valuation 
 of the same has been furnished to the superintendent of insurance, 
 as provided in section two hundred and severity-nine of this chapter, 
 one cent on every thousand dollars insured by it on lives ; all of 
 which fees shall be paid by the superintendent into the state 
 treasury. When, by the laws of any other state or nation, any 
 taxes, fines, penalties, license fees, deposits of money, or of securities 
 or other obligations or prohibitions are imposed on insurance com- 
 panies of this state, doing business in such state or nation, or upon 
 their agents therein, so long as such laws continue in force, the 
 
SUPEEINTENDENT OF INSURANCE. 169 
 
 same obligatious and prohibitious, of whatever kiud, shall be' im- 
 posed upon all insurance companies of such other state or nation 
 doiuK business within this state, and upon their agents here. 
 [69 V. 32, § 17.] 
 
 Sec. 283. License,€to.,of persons making application for insurance. 
 It shall be unlawful for any person, company, or corporation in 
 this state, either to procure, receive, or forward applications for in- 
 surance in any company or companies not organized under the laws 
 of this state, or iu any manner to aid in the transaction of the 
 business of insurance with any such company, unless duly 
 authorized by such company and licensed by the superintendent of 
 insurance, in conformity to the provisions of this chapter. [69 v. 
 32, § 18.J 
 
 Sec. 284. Annual pvblication of certificate required. Every in- 
 surance company doing business in this state shall publish, at least 
 once a year, in some newspaper of general circulation, in every 
 county where such company has an agent, a certificate from the 
 superintendent of insurance that such company iias, in all respects, 
 complied with the laws of the state relating to insurance; and the 
 certificate shall also contain a statement, under the oath of the 
 president or secretary of such insurance company, of the actual 
 amount of paid-up capital, the aggregate amount of assets and lia- 
 bilities, together with the aggregate income and expenditures of 
 such company for the year preceding the date of such certificate ; 
 a copy of which certificate shall be filed in the office of the 
 recorder iu each county in which the company has an agent ; and 
 for every such paper the recorder shall receive the sum of ten cents. 
 No other publication than as herein provided for is required of such 
 companies. [69 v. 82, §§ 19, 21.] 
 
 Sec. 285. Foreign insurajiee companies may appoint agents, etc. 
 Any insurance company not organized under the laws of this state 
 may appoint one or more general agents iu this state, by resolution 
 of its board of directors or managers, with authority to appoint 
 other agents of the company in this state, a certified copy of which 
 resolution shall be filed with the superintendent of insurance ; 
 and agents of such company, appointed by .such general agent, 
 shall be held to be the agents of such company as fully, to all 
 intents and purposes, as if they were appointed directly by the 
 company; and agents for any such company in this state may be 
 
170 OHIO COBPOKATIONS. 
 
 appointed by the president, vice-president, chief manager, or secre- 
 tary thereof, in writing, with or without tlie seal of the company, 
 and when so appointed shall be held to be the agents of such 
 company as -fully as if appointed by the board of directors or 
 managers in the most formal mode. [69 v. 32, § 20.] 
 
 Sec. 286. Discontinuance of business by life insurance company. 
 When any life insurance company, transacting the business of in- 
 surance within the State of Ohio, desires to discontinue its business, 
 the superintendent shall, upon application of such company, or 
 association, give notice of such intention in a paper published and 
 having general circulation in the county in which such company 
 or its general agency is located, at least once a week for six weeks, 
 the expenses of publication to be paid by the company. After such 
 publication, the superintendent shall deliver up to such company^ 
 or association, the securities held by him belonging to it, on being 
 satisfied by the exhibition of the books and papers of such com- 
 pany, or association, and on examination to be made by himself, or 
 some competent disinterested person or persons, to be appointed by 
 him, and upon the oath of the president or principal officer, and 
 the secretary or actuary of the same, that all debts and liabilities 
 of every kind are paid and extinguished, that are due, or may be- 
 come due, upon any contract or agreement made with any citizen 
 or resident of the United States; and the superintendent may also, 
 from time to time, deliver up to such company, or association, or 
 its assigns, any portion of said securities, on being satisfied that an 
 equal proportion of the debts and liabilities, of every kind, that 
 are due, or may become due, upon any contract or agreement made 
 with any citizen or resident of the United States, by said company, 
 or association, has been satisfied ; but the amount of securities re- 
 tained by him shall not be less than twice the amount of remaining 
 liabilities. [69 v. 32, § 22.] 
 
 Sec. 287. Applicable to companies under the laws of the United 
 States. All the provisions of this chapter relating to insurance 
 companies organized under the laws of any other state of tlie 
 United States shall apply to any company organized under the 
 laws of the United States, for any of the purposes specified 
 in this chapter; and all the provisions of this chapter relating 
 to agents of companies organized under the laws of any state 
 shall apply to the agents of such companies organized under the 
 
LIFE INSUEANCE COMPANIES. ]71 
 
 laws of the United States ; and any violation of the provisions of 
 this chapter by any person, or agent, in the employment of any 
 such company, organized under the laws of the United States, shall 
 subject the offender to the same penalties provided by this chapter 
 for any violation of its provisions by persons acting for similar com- 
 panies organized under the laws of any other state of the United 
 States. [69 v. 32, § 23.] 
 
 Sec. 288. Penalty for violation of provisions of this chapter. Any 
 person who violates any of the provisions of this chapter, shall be fined 
 not more than one thousand dollars, or imprisoned not more than six 
 months, or both. Any corporation, company or association violating 
 any of the provisions of this chapter, shall be fined not more than one 
 thousand dollars nor less than one hundred dollars, to be recovered by 
 action in the name of the state, and on collection paid into the county 
 treasury forthe benefit of the common school fund. [82 Ohio L. 138.] 
 
 Sec. 289. Insurance business unlaivfiil except under provisions of 
 this chapter. The provisions of this chapter shall apply to indi- 
 viduals and parties, and to all companies and associations, whether 
 incorporated or not, now or hereafter engaged in the business of 
 insurance ; and it is unlawful for any company, corporation, or 
 association, whether organized in this state or elsewhere, either 
 directly or indirectly, to engage in the business of insurance, or to 
 enter into any contracts substantially amounting to insurance, or 
 in any manner to aid therein, in this state, without first having com- 
 plied with all the provisions of this chapter. [69 v. 32, § 25.] 
 
 LIFE INSURANCE COMPANIES. 
 Section Section 
 
 3587. For what purposes companies 3594. Company may change such de. 
 
 may be formed. posits, and collect interest. 
 
 3588. Articles of incorporation — 3595. When company may com- 
 
 what to contain. mence business. 
 
 3589. Articles must be approved by 3596. What kind of business eom- 
 
 the attorney-general. pany may do. 
 
 3590. Notice of opening books of 8597. Companies may reinsure their 
 
 subscription. policies. 
 
 3591. The whole capital must be paid 3598. How home companies may in- 
 
 in, and in advance. vet aecuniulations. 
 
 3592. A company may increase its 3599. What real e.otate they may ac- 
 
 capital stock. quire. 
 
 3593. Deposit of securities to be made 3600. When real estate must be sold. 
 
 with superintendent. 3601. Certain actions authorized. 
 
172 
 
 OHIO COKPOBATIONS. 
 
 Section 
 
 3602. When dividends may te paid. 
 
 3603. Home companies must malse 
 
 annual reports to superin- 
 tendent 
 
 3604. Companies organized by con- 
 
 gress ot in other states must 
 procure license. 
 
 3605. Must invest one hundred thou- 
 
 sand dollars in certain se- 
 curities. 
 
 3606. Must file copy of charter and 
 
 a statement. 
 
 3607. Must also file a waiver. 
 
 3608. Must file annual statement. 
 
 3609. Eenevtral certificate of author- 
 
 ity. 
 
 3610. Foreign companies must make 
 
 deposit, and appoint agent 
 for service. 
 
 3611. Annual and other statements 
 
 to be filed. 
 
 3612. Supplementary statements. 
 
 3613. Renewal certificates of author- 
 
 ity- 
 
 3614. Certificates of authority to act 
 
 as agent. 
 
 3615. Penalties for failure to make 
 
 statements. 
 3G16. Duration of licenses. 
 3617. When foreign companies must 
 
 Section 
 
 appoint agents to receive 
 service. 
 
 3618. Who are agents to receive 
 
 service. 
 
 3619. Companies may change securi- 
 
 ties, and collect interest. 
 
 3620. Authority to be withdrawn in 
 
 certain case. 
 
 8621. Policy holders entitled to cop- 
 
 ies of applications. 
 
 8622. Effect of failure to deliver 
 
 copies. 
 
 3623. Copies of applications to ac- 
 
 company policies issued. 
 
 3624. Applications, etc., in cipher 
 
 void. 
 
 3625. When a false answer is ma- 
 
 terial. 
 
 3626. When companies estopped 
 
 from certain defenses. 
 
 3627. This chapter applies to com- 
 
 panies heretofore or>.:anized. 
 
 3628. Husband may insure his life for 
 
 benefit of wife and children. 
 
 3629. Wife may insure life of hus- 
 
 band. 
 
 3630. Mutual protection associations. 
 
 3631. Agents of associations must 
 
 give bond. 
 
 Sec. 3587. For what purposes companies may be formed. Any 
 number of persons, uot less than tliirteen, may associate and form 
 a company to make insurance upon the lives of individuals, and 
 every insurance appertaining thereto or connected therewith, on 
 
 J 3587. Where a corporation purchases property in a mode or for a pur- 
 pose not authorized, a stranger to the agreement and not injured thereby, 
 can not defeat the title. Ehrman v. Union Central Life Insurance Co., 
 35 Ohio St. 324. 
 
 Held, whero note given to insurance company was sold to another insur- 
 ance company, it was no defense to maker that the sale was unauthorized, 
 in absence of proof of prejudice. lb. 
 
LIFE INSURANCE COMPANIES. 173 
 
 the mutual or stock plan, and grant, purchase, or dispose of .an- 
 nuities. [69 V. 150, § 1.] 
 
 Sec. 3588. Articles of incorporation ; what to contain. Such per- 
 sons shall file in the office of the secretary of state articles of incor- 
 poration, signed by them, settmg forth their intention to form a 
 company for the purposes named in this cliapter, which articles 
 shall comprise a copy of the charter they propose lo adopt; and 
 the charter shall set forth the name of the company, which shall 
 not be the corporate name or title used to designate any fire, life, 
 marine, or other insurance company already existing under the 
 laws of this state, the place wliere it is to be located, the kind of 
 business to be undertaken, the manner in which the corporate 
 powers of the company are to be exercised, the number of directors 
 or trustees, who must be stockholders, or members, and which num- 
 ber may be increased, at the will of the stockholders representing 
 a majority of the stock, or of a majority of the members, to any 
 number not exceeding twenty-one, the manner of electing trustees 
 or directors and other officers, a majority of whom shall be citizens 
 of this state, and the time of such election, the manner of filling 
 vacancies, the amount of capital to be employed, and such other 
 particulars as may be necessary to explain and make manifest the 
 objects and purposes of the company, and the manner in which it 
 is to be conducted. [69 v. 150, § 4 ; 60 v. 75, § 1 ; 75 v. 557, § 
 1.] S. & S. 217. 
 
 Sec. 3589. Articles must be approved by the attorney-general. 
 When such articles are filed in the office of the secretary of state, 
 and the name assumed by the company is not so nearly similar to 
 the name of any other company organized in this state as to lead 
 to confusion or uncertainty on the part of the public, the secretary 
 of state shall submit the same to the attorney-general for examina- 
 tion, and if found by him to be in accordance with the provisions 
 of this chapter, and not inconsistent with the constitution and laws 
 of the United States and of this state, he shall certify to and de- 
 liver the same to the secretary of state, who shall cause the same, 
 with the certifi(\ate of the attorney-general, to be recorded in a 
 book to be kept for that purpose, and, upon application of the 
 signers thereof, the secretary of state shall furnish to them a cer- 
 tified copy of such articles and certificate. [69 v. 150, § 5; 75 v. 
 557, § l.j 
 
174 OHIO COEPOKATIONS. 
 
 Sec. 3590. Notice of opening of books for subscription. When 
 the signers of the articles of incorporation receive from the secre- 
 tary of state a certified copy thereof, and desire to organize such 
 company, they shall publish their intention in a paper published 
 and having general circulation in the county in which the company 
 is to be organized ; and when such publication has been made in 
 such newspaper for six weeks, they may open books to receive sub- 
 scriptions to the capital stock, keep such books open until the 
 amount required by this chapter is subscribed, distribute the stock 
 among the subscribers, if more than the necessary amount is sub- 
 scribed, collect the capital, and complete the organization of the 
 company. [69 v. 150, § 6.] , 
 
 Sec. 3591. The whole capital must he paid in, and invested. No 
 joint-stock company shall be organized under this chapter with a 
 less capital than one hundred thousand dollars ; and the whole cap- 
 ital shall, before proceeding to business, be paid in and invested in 
 treasury notes, in stocks or bonds of the United States, in stocks or 
 bonds of the State of Ohio, or in mortgages on unincumbered real 
 estate within the State of Ohio worth double the amount loaned 
 thereon, exclusive of buildings. [70 v. 118, § 7.] 
 
 Sec. 3592. May increase its capital stock. When a company or- 
 ganized under any law of this state requires, in the opinion of the 
 board of directors thereof, a larger amount of capital than that 
 fixed by its articles of incorporation, the}' shall, if authorized by 
 the holders of two-thirds of the stock, file with the secretary of 
 state a certificate setting forth the amount of such desired increase, 
 and thereafter such company shall be entitled to have the increased 
 amount of capital fixed by the certificate, and the same shall be in- 
 vested as required by the preceding section. [69 v. 150, § 6.] 
 
 Sec. 3593. Deposit of securities with superintendent. Any com- 
 pany may invest its capital in the stocks, bonds, or mortgages men- 
 tioned in section thirty-five hundred and ninety-one, and change and 
 invest the same, or any part thereof, in like manner, at pleasure; 
 but no company shall commence business until it has deposited 
 with the superintendent of insurance at least one hundred thousand 
 
 § 3591. For decisions on demmid of notes due insurance companies and 
 construction put upon notes and mortgage given for subscription, see Union 
 Central Life Insurance Co. v. Curtis, 35 Ohio St. 343 ; and Same v. Jones, 
 85 Ohio St. 361. 
 
LIFE mSUEANCE COMPANIES. 175 
 
 dollars in the stocks, bonds, and mortgages aforesaid, or one or more 
 of them, duly made or assigned to the superintendent in trust for 
 the purposes mentioned in this chapter ; and when any mortgage of 
 real estate is assigned to the superintendent, the assignment shall be 
 immediately entered in the records of the county in which the real 
 estate is situate, the fee for the recording of which shall be paid by 
 the company. [69 v. 150, § 8.] 
 
 Sec. 3594. Company may change such doposlU, and collect interest. 
 The superintendent of insurance shall hold such securities as security 
 for policy holders in the company ; but so long as any company so 
 depositing continues solvent he shall permit it to collect the interest 
 or dividends on its securities so deposited, and from time to time to 
 withdraw such securities, or any part thereof, on depositing with him 
 other securities of the kinds heretofore named, and of e(jual value 
 Avith those withdrawn. [69 v. 150, § 9.] 
 
 Sec. 3595. When company may commence business. When the 
 company is fully organized, and has deposited the requisite amount 
 of securities as aforesaid, the superinteudent shall, unless he find the 
 name assumed by the company so nearly similar to the name of 
 another company organized in this state as to lead to confusion or 
 uncertainty on the part of the public, furnish the company with a 
 certificate of such deposit, which with a certified copy of the papers 
 required by this chapter, when filed in the county recorder's office 
 of the county wherein such company is located, shall be the author- 
 ity to commence business and to issue policies, and the same may be 
 used in evidence for and against the company in all actions. [69 
 v. 150, § 10; 75 V. 557, §2.] 
 
 Sec. 3596. Wlvd hind of business company may do. No com- 
 pany organized under the hxws of this state shall undertake any 
 business or risk except as herein provided, and no company, part- 
 nership, or association, organized or incorporated by act of congress, 
 or under the laws of this or any other state of the United States, 
 or by any foreign government, transacting the business of life in- 
 surance in this state, shall be permitted or allowed to take any other 
 kind of risks except those connected with or appertaining to making 
 insurance on life, and granting, purchasing, and disposing of an- 
 nuities ; nor shall the business of life insurance in this state be in 
 anywise conducted or transacted by any company, partnership, or 
 association, which, in this state, or any other state or country, 
 
 § 3593. Such securities are held only for benefit of policy holders ; and 
 subject to their rights are also subject to the rights of the makers; and on 
 dissolution, if the securities are sufficient, there should be collected the 
 amount needed to pay such claims of policy holders; if the securities are 
 not sufficient, the proceeds should be duly applied upon the claims of such 
 policy holders. As against the makers, the company has no rights in ac- 
 commodation notes and mortgages given for the purpose only of such de- 
 posit. Falkenbach v. Patterson, Receiver, 43 Ohio St. 359. 
 
170 OHIO CORPOKATIONS; 
 
 makes insurance on marine, fire, inland, or any other risk, or does 
 a banking or any other kind of business in connection with in- 
 surance; but insurance companies now doing an accident or a life 
 and accident business within this state shall not be prohibited by 
 the provisions of this chapter from the continuance of the same. 
 [69 V. 150, §3; 71 V. 12, §2.] 
 
 Sec. 3597. Life insurance, company may reinsure riska — Not author- 
 ized to take risks of another company until consent of policy holders is 
 obtained. Every company organized under the laws of this state 
 , shall have authority to reinsure any risk herein authorized to be 
 undertaken : provided, that no such company shall have the right to 
 reinsure its entire line of risks in another company or companies with 
 a view to discontinuing its business, and that no such company shall 
 be authorized to take or add to its liability the risks of another 
 company, until the consent of all the policy holders to the transfer 
 of their policies has been procured, or an equitable settlement and 
 the payment of the cash value of all policies, or contracts of every 
 kind, has been made and certified to the auditor of state. [77 Ohio 
 L. 267.] 
 
 Sec. 3598. How home companies may invest aecumulatimts. A 
 company organized under the laws of tliis state may invest its ac- 
 cumulations as follows, and may sell, change, or reinvest the same, 
 or any part thereof, at pleasure : 
 
 1. In United States, state, county, or city bonds, if the market 
 value of the bonds, at the date of purchase, is at least eighty per 
 cent of their [par] value. 
 
 2. In bonds and mortgages upon unincumbered real estate, the 
 market value of which real estate is at least double the amount 
 loaned thereon, exclusive of buildings, at the date of the invest- 
 ment; and the value of such real estate shall be determined by a 
 valuation, made under oath, by two real estate owners, residents 
 of the county where the real estate is located. 
 
 3. In loans upon the pledge of such bonds or mortgages, if the 
 current market value of the bonds or mortgages is at least twenty- 
 five per cent more than the amount loaned thereon. 
 
 4. In loans upon its own policies, but not exceeding the reserve 
 or present value thereof computed according to the American ex- 
 perience table of mortality, with interest at four per cent, the same 
 
LIFE INSURANCE COMPANIES. 177 
 
 being the amount of debts of life iasurauce companies by reason of 
 their outstandiug policies in gross. 
 
 This section shall not prohibit any company from accepting any 
 other assets than herein enumerated in payment of debts due the 
 company, in order to protect its interests, or from acquiring real es- 
 tate for its own use, or by foreclosure in accordance with the laws 
 of the state. [75 v. 576, § ll.J 
 
 Sec. 3599. What 'real estate they may acquire. No company or- 
 ganized under the laws of this state shall purchase, hold, or convey 
 real estate, except for the purposes and in the manner herein set 
 forth, to wit : 
 
 1. Such as is requisite for its immediate accommodation in the 
 transaction of its business ; or, 
 
 2. Such as lias been mortgaged to it in good faith, by way of 
 security for loans previously contracted, or for money due ; or, 
 
 3. Such as has been conveyed to it in satisfaction of debts pre- 
 viously contracted in the course of its dealings ; or, 
 
 4. Such as it has purchased at sales upon judgments, decrees, or 
 mortgages, obtained or made for such debts. [69 v. 150, § J2.] 
 
 Sec. 3600. When real estate must be sold. All re3,l estate ac- 
 quired as aforesaid, and which is not necessary for the accommoda- 
 tion of a company in the convenient transaction of its business, shall 
 be sold and disposed of within two years after the company ac- 
 quires title to the same ; and the company shall not hold such real 
 estate for a longer period than herein mentioned, unless it procure 
 a certificate from the superintendent of insurance that the iuterests 
 of the company will suffer materially by a forced sale of such real 
 estate, in which event the time for the sale may be extended to 
 such time as the superintendent shall direct in the certificate. [69 
 V. 150, § 13.J 
 
 Sec. 3601. Certain actions authorized. Actions may be main- 
 tained by any company formed under the laws of this state, against 
 any of its members, ofBcers, policy holders, or stockholders, for any 
 cause relating to the business of the company ; and actions may be 
 prosecuted and maintained by any member, stockholder, or policy 
 holder, or the heirs or legal representative of either, against the 
 company, for losses which accrue on any risk, if payment be with- 
 held more than two months after the losses become due. [69 v. 
 
 150, §15.] 
 
 12 
 
178 OHIO COEPORATXONS. 
 
 Sec. 3602. Wlien dividends may be paid. The directors, mana- 
 gers, or officers of any company organized under the laws of this 
 state shall not, directly or indirectly, make or pay any dividend, or 
 pay any interest, bonus, or other allowances in lieu of dividend, to 
 its stockholders, except from the surplus funds, after reserving there- 
 from an amount sufficient to reinsure all its outstanding risks and 
 policies, estimating the value thereof by the table known as the 
 American experience table, with interest at four per cent per an- 
 num. [69 V. 150, § 16.J 
 
 Sec. 3603. Home companies mvM make annual reports to superin- 
 tendent. The president or vice-president, and secretary or actuary, 
 or a majority of the directors, of each company organized under the 
 laws of the state, shall, annually, on the first day of January, or 
 within sixty days thereafter, prepare, under oath, and deposit in 
 the office of the superintendent of insurance, a statemeut showing 
 the condition of the company on the thirty-first day of Decembf-r 
 then next preceding, exhibiting the following facts and items, in the 
 following form, to wit : 
 
 1. The number of policies issued during the year. 
 
 2. The amount of insurance effected thereby. 
 
 3. The amount of premiums received during the year. 
 
 4. The amount of interest, and all other receipts, specifying the 
 items. 
 
 5. The amount paid to policy holders of the company for losses 
 during the year. 
 
 6. The amount of all other expenditures and disbursements of the 
 company, specifying such items as the superintendent may call for. 
 
 7. Amount of losses unpaid. 
 
 8. Whole number of policies in force. 
 
 9. Amount insured thereby. 
 
 10. Amount required to reinsure all policies in force, estimating 
 the same by the table known as the American experience table of 
 mortality, with interest at four per cent per annum. 
 
 11. Amount of capital stock, specifying amount paid and un- 
 paid. 
 
 12. Amount of dividends unpaid ; also amount of all other 
 liabilities. 
 
 13. A detailed statement of all the assets of the company, and 
 the manner of their investment. 
 
LIFE INSURANCE COMPANIES. 179 
 
 14. An exhibit of the policy obligations of the compauy, which 
 shall include, in the first annual statement, a schedule showing the 
 number, date, age, when insured, amount insured, term of policy, 
 and term of premium, of all policies then in force, and in every 
 succeeding annual statement a schedule of the foregoing items as 
 to all policies issued during the year, and a similar schedule as 
 to policies which have ceased to be in force during the year. [70 
 V. 118, § 17.] 
 
 Sec. 3604. Companies organized by congress or in otlier state must 
 procure License. No company organized by act of congress, or under 
 the laws of any other state of the United States, shall transact any 
 busiuess of insurance in this state until it procures from the superin- 
 tendent of insurance a certificate of authority so to do ; nor shall any 
 person or corporation, directly or indirectly, act as agent in this 
 state for any such company, either in procuring applications for in. 
 surance, taking risks, or in any manner transacting the busiuess of 
 insurance, until such person or corporation procures from the super- 
 intendent of insurance a license so to do, in which the superintend- 
 ent shall state that the company has complied with all the require- 
 ments of this chapter applicable to such company, and deposits a 
 certified copy of such license in the office of the recorder of the 
 county in which the office or place of business of such agent is es- 
 tablished ; nor shall any such company take risks, or transact any 
 business of insurance in this state, unless possessed of the amount 
 of actual capital required of similar companies organized in this 
 state under the provisions of this chapter, nor unless the entire capi- 
 tal stock of the compauy is fully paid up, and invested as required 
 by the laws of the state where organized ; but if the company is a 
 mutual company, actual cash assets of the same amount and de- 
 scription, invested and deposited as required by the laws of the 
 state where it was organized, shall be accepted in lieu of capital 
 stock. [75 V. 572, § 18.] 
 
 Sec. 3605. Must invest one hundred thousand dollars in certain 
 
 1 3604. A life policy issued by a foreign company is not rendered void by 
 the nesjlect of the company to comply with the provisions of the act of April 
 16, 1867 (64 V. 192), providing for the incorporation and regulation of insur- 
 ance companies ; nor will such neglect, in an action brought against the com., 
 pany on the policy, excuse the policy holder from paying premiums accord- 
 ing to the terms of the policy. Insurance Co. v. McMillan, 24 Ohio St. 67. 
 
180 OHIO c: .i:ror.ATiONs. 
 
 securities. No such company shall transact any business of insur- 
 ance in this state unless at least one Hundred thousand dollars of its 
 assets are invested in the interest-paying bonds or stocks of the 
 United States, or of this state, or of some other state of the United 
 States, of the market value of one hundred thousand dollars in the 
 city of New York, or in bonds and mortgages on unincumbered real 
 estate in this state, or in the state under the laws of which it was 
 organized, of at least double the value of the amount loaned thereon, 
 and such bonds and mortgages are deposited with the superin- 
 tendent of insurance of this state, or the chief financial or other 
 officer of the state in which such company was organized, designated 
 by the laws of such state to receive the same ; and if such bonds 
 and mortgages are deposited with the superintendent of insurance 
 Or other officer of another state, the superintendent of insurance of 
 this state shall be furnished with the certificate of such state officer, 
 under his hand and official seal, that he, as such officer, holds in 
 trust and on deposit, for the benefit of the policy holders of such 
 company, the securities above mentioned, giving the items of such 
 securities, and stating that he is satisfied such securities are worth 
 at least one hundred thousand dollars. [75 v. 572, § 18.] 
 
 Sec. 3606. Must file copy of charter, and a statement. Such com- 
 pany shall also file with the superintendent a certified copy of its 
 charter, or deed of settlement, together with a statement, under the 
 oath of the president, vice-president, or other chief officer or man- 
 ager, and the secretary of such company, stating the name of the 
 company, the place where it is located, and the amount of its 
 capital, with a detailed statement of all the facts required in the 
 annual statement required of companies organized under this chap- 
 ter, except as to statement required by item fourteen, section thirty- 
 six hundred and three, which statement shall be filed by such com- 
 pany only when required by the superintendent of insurance for 
 purposes of actual valuation, as provided by the insurance laws of 
 this state ; also, a copy of its last annual report, if any was made. 
 [75 V. 572, § 18.] 
 
 Sec. 3607. Must also file a ivaiver. Any such company desiring 
 to transact any such business in this state by an agent, shall file 
 with the superintendent of insurance a written instrument, duly 
 signed and sealed, authorizing any agent of such company in this 
 state to acknowledge service of process for and in behalf of the 
 
LIFE INSUEANCE COMPANIES, 181 
 
 company iu this state, and consenting that the service of jirocess, 
 mesne or final, upon any such agent, shall be taken and held to be 
 as valid as if served upon the company according to the laws of' 
 this or. any other state or government, and waiving all claims or 
 right of error by reason of such acknowledgment of service, and 
 that if suit be brought against it after it ceases to do business in this 
 state, and it has no agent in the county in which suit is brought 
 upon whom service of process can be had, as provided iu section 
 thirty-six hundred and seventeen, service upon it shall be had by the 
 sheriff mailing a copy of the summons or other process, postage 
 prepaid, addressed to it at the place of its principal office located 
 in the state where it was organized, or, if it is a foreign insurance 
 company, to such company at the place of its principal office in the 
 United States, at least thirty days prior to the date of taking judg- 
 ment in the suit ; but the sheriff's return shall show the time and 
 manner of such service. [75 v. 572, § 18. J 
 
 Sec. 3608. Must file annual statement. Every such company do- 
 ing business in this state shall, annually, file a statement of its con- 
 dition and afiairs in the office of the superintendent of insurance, 
 at the time, and in the form and manner, required of similar com- 
 panies organized under the laws of this state, except as to require- 
 ments of statement by item fourteen, section thirty-six hundred and 
 three, which schedule shall be filed by such company only when re- 
 quired by the superintendent of insurance for the purpose of actual 
 valuation, as provided by the laws of this state. [69 v. 150, § 20.] 
 
 Sec. 3609. Renewal c(rtifieates of authority. If such annual 
 statement be satisfactory evidence to the superintendent of insur- 
 ance of the solvency and ability of the company to meet all its en- 
 gagements at maturity, and that the deposit is maintained as above 
 required and provided, he shall issue renewal certificates of author- 
 ity to the agents of the company, certified copies of which shall be 
 filed in the recorder's office of the county wherein the agency is lo- 
 cated, and which renewal certificates shall be the authority of such 
 agents to issue new policies in this state for the ensuing year. [69 
 V. 150, §21.] 
 
 Sec. 3610. Foreign companies must make deposit and appoint agent 
 for service. No person shall act in this state, as agent or otherwise, 
 in receiving or procuring applications for life insurance, nor in any 
 manner aid in transacting the business of any company, -^Trtner- 
 
182 OHIO COKPOEATIONS. 
 
 ship, or association, incorporated by or organized under the laws of 
 any foreign government, until such company, partnership, or asso- 
 ciation deposits with the superintendent of insurance, for the bene- 
 fit of the policy holders of the company, partnership, or association, 
 who are citizens or residents of the United states, securities to the 
 amount of one hundred thousand dollars, of the kind required for 
 similar companies of this state, executes a waiver as provided in 
 section thirty-six hundred and seven, and appoints an agent or attor- 
 ney, in each county in this state in which the company establishes 
 an agency, on whom process of law can be served, and files with 
 the superintendent of insurance a duly certified copy of its charter, 
 or deed of settlement, and also a duplicate original copy of the let- 
 ter or power of attorney of such company, partnership, or associa- 
 tion, appointing the attorney thereof, which appointment shall con- 
 tinue until another attorney is substituted. [69 v. 150, § 22.] 
 
 Sec. 3611. Annual and other statement to be filed. Such com- 
 pany, partnership, or association shall also file a statement of its 
 condition and affairs in the office of the superintendent of insur- 
 ance, in the form and manner required for the annual statements of 
 similar companies organized under the laws of this state, and shall, 
 annually, on the first day of January, or within sixty days there- 
 after, file with the superintendent of insurance a statement of all 
 its aflfairs, in the manner and form required of similar companies 
 of this state, except as to the requirements of schedule of item 
 fourteen, section thirty-six hundred and three, which schedule shall be 
 filed only when required by the superintendent, for purposes of 
 actual valuation, as provided by the laws of this state. [69 v. 
 150, § 24.] 
 
 Sec. 3612. Suppkmentary statements. Such annual statements 
 shall be accompanied by a supplementary statement, <luly verified 
 by the attorney or general agent of the company, partnership, or 
 association in this state, giving a detailed description of the poli- 
 cies issued, and those which have ceased to be in force, during the 
 year, the amount of premiums received, and claims and taxes paid 
 in this state and the United States, for the year ending on the 
 thirty-first day of December; and the supplementary statement 
 shall also contain a description of tlie investments of the company, 
 partnership, or association in this country, and such other informa- 
 
LIFE INSURANCE COMPANIES. 183 
 
 tion as may be required by the superintendent of insurance. [69 
 V. 150, §§ 25, 26.] 
 
 Sec. 3613. Renewal certificates of authority. If the annual state- 
 ment be satisfactory evidence to the superintendent of the solvency 
 and ability of the company, partnership, or association to meet all 
 its engagements at maturity, he shall issue renewal certificates of 
 authority to the agents of the company, partnership, or association, 
 certified copies of which shall be filed by such agents in the re- 
 corder's ofiice of the county where the agency is located, and which 
 renewal certificates shall be the authority of such agents to issue 
 new policies in this state for the ensuing year. [69 v. 150, § 26.] 
 
 Sec. 3614. Certificates of authority to ad as agent. No person, 
 company, or corporation shall, directly or indirectly, act as agent 
 for any such company, partnership, or association, either in pro- 
 curing applications for insurance, taking risks, or in any manner 
 aiding in the transaction of the business of life insurance in this 
 state, until it procures from the superintendent a certificate of 
 authority, which shall be renewable annually, stating that the re- 
 quirements of this chapter as to such company, partnership, or 
 association have been complied with, and setting forth the name of 
 the attorney for such company, partnership, or association, a certi- 
 fied copy of which certificate shall be filed in the recorder's office 
 of the county where the agency is to be established, and which 
 shall be the authority of such company, partnership, or association, 
 and its agents, to do business in this state. [69 v. 150, § 27.] 
 
 Sec. 3615. Penalties for failure to make statements. If any com- 
 pany, partnership, or association, organized without this state, 
 neglect or refuse to make such annual statements, all persons acting 
 in this state as its agents, or otherwise, in transacting the business 
 of insurance, shall be subject to the penalties provided by law in 
 case of the failure of an insurance company, organized under the 
 laws of this state, to make an annual statement. [69 v. 150, 
 §28.] 
 
 Sec. 3616. Duration of licenses. All licenses granted by the 
 superintendent of insurance in pursuance of this chapter shall con- 
 tinue in force, unless suspended or revoked, until the first day of 
 April of the year next after the date of their issue. [69 v. 150, 
 §19.] 
 
184 OHIO COKPOEATIONS. 
 
 Sec. 3617. When foreign companies must appoint agents to receive 
 service. If any company, partnership, or association, organized 
 undei the laws of any other state or government, cease to do busi- 
 ness in this state according to law, it shall appoint, in the manner 
 herein provided for, in every county wherein an agency existed at 
 the date of such discontinuance, one or more agents for the purpose 
 of receiving service of process in all actions upon policies of in- 
 surance issued to the citizens of this state while it was lawfully 
 transacting the business of insurance in this state, and service of 
 procees upon such agents, in such actions, shall be held to be as 
 valid as actual service upon the company, partnership, or associa- 
 tion; and in every case where no such agent is appointed, the 
 agent last designated and acting for the company, partnership, or 
 association shall be deemed and taken to be duly authorized by it 
 to receive service of process as aforesaid ; but the oiEcer who 
 serves such process shall also send a copy of the process served on 
 the agent, by mail, to the address of such company, partnership, or 
 association, at the place of its principal or home office at the time 
 it ceased to do business in this state, and the return of such officer 
 upon such process shall distinctly show that such copy was mailed 
 as aforesaid at least thirty days before any judgment shall be 
 rendered in such action. [69 v. 150, § 19. J 
 
 Sec. 3618. TF/io are agents to receive service. If any such com- 
 pany, partnership, or association cease to transact business in this 
 state according to the laws thereof, the agents last designated, or 
 acting as such for it, shall be deemed to continue agents for it, for 
 the purpose of serving process, and for commencing actions upon 
 any policy or liability issued or contracted while it transacted 
 business in this state ; and service of such process upon any such 
 agent, for the causes aforesaid, shall be deemed a valid service 
 upon the company, partnership, or association. [69 v. 150, § 23.] 
 
 Sec. 3619. Companies may change seeuritie% and collect interest. 
 Nothing in this chapter contained shall be construed to prevent 
 the company, partnership, or association from collecting the 
 interest on any securities deposited by it, so long as it continues 
 solvent, and complies with all the provisions of this chapter 
 applicable to it, nor from exchanging them for other securities of 
 equal value, and of the kind hereinbefore named, with the officers 
 having them in trust as aforesaid. [75 v. 572, § 18.J 
 
LIFE INSURANCE COMPANIES. 385 
 
 Sec 3620. Authority to be withdrawn in certain cases. If anv 
 company, partnership, or association organized williijut the limits 
 of this state, and doing business within this state, make an appli- 
 cation for a change of venue, or to remove any suit or action to 
 which it is a party, heretofore or hereafter commeuced in any court 
 of this state, to the United States district or circuit court, or to 
 any federal court, the superintendent of insurance shall forthwith 
 revoke and recall the license of or authority of such company, part- 
 nership, or association to do or transact business within this state ; 
 and no renewal or authority shall be granted to such company, part- 
 nership, or association for three years after such revocation, and it 
 shall thereafter be prohibited from transacting any business in this 
 state until again duly licensed and authorized. [75 v. 572, § 18.] 
 
 Sec. 3621. Policy holders entitled to copies of applications. Every 
 person holding a policy of insurance issued by any company on the 
 life of any person shall be entitled to be furnished by such com- 
 pany with a copy of any application or document, either written or 
 printed, or both, held by such company, upon which such policy 
 was issued, or which may affect the validity of the same ; and the 
 company, upon demand made for such copy, by the holder of such 
 policy, or by any person upon whose life such policy was so issued, 
 shall make, and forthwith furnish to such person, a certified copy 
 of all such applications or friends' certificates, under the hand of the 
 president, secretary, or other proper officer of the company, and 
 under its seal. [74 v. 181, §§ 1, 3.] 
 
 Sec. 3622. Effect of failure to deliver copies. If such company 
 neglect or fail for thirty days from the time of such demand to fur- 
 nish to such person a copy of all such papers as are mentioned in 
 the preceding section, and as provided therein, it shall thereafter be 
 forever barred from setting up, by way of defense to any suit on 
 such policy of insurance, any error or incorrectness, or fraud or 
 misrepresentation of the person making the same, or any mistake 
 therein whatever ; and such application or other paper or docu- 
 ments shall thereafter be taken and held, so far as the same may affect 
 any claim under such policy, or any fund secured thereby, to be i.i 
 all respects true and correct. [74 v. 181, § 2.] 
 
 Sec. 3623. Copies of applications to accompany policies issued. 
 Every company doing business in this state shall return with, and 
 as part of any policy issued by it, to any person taking such policy. 
 
186 OHIO COEPOEATIONS. 
 
 a full and complete copy of each application or other document held 
 by it which is intended in any manner to affect the force or validity 
 of such policy, and any company which neglects to do so shall, so long 
 as in default of such copy, be estopped from denying the truth of any 
 such application or other document; and in case such company neglect, 
 for thirty days after demand made therefor, to furnish such copies, it 
 shall be forever barred from setting up, as a defense to any suit on 
 such policy, any incorrectness or want of truth of such application or 
 other document. [74 v. 181, g 3.] 
 
 Sec. 3624. Applications, etc., in cipher, void. No company doing busi- 
 ness in this state shall take any application, medical certificate, or other 
 document, for insurance upon the life of any person, in cipher, or by 
 character of any sort other than ordinary written or printed language; 
 and any such application, medical certificate, or other document taken 
 in violation of this section shallbe held to be void and of no effect as 
 against any person claiming under any policy of insurance issued 
 thereon. [74 v. 181, § 4.] 
 
 Skc. 3625. When a false answer is material. No answer to any inter- 
 rogatory made by an applicant, in his or her application for a policy, 
 shall bar the right to recover upon any policy issued upon such appli- 
 cation, or to be used in evidence upon any trial to recover upon such 
 policy, unless it be clearly proved that such answer is willfully false and 
 was fraudulently made, and that it is material, and induced the com- 
 pany to issue the policy, and that but for such answer the policy would 
 not have been issued; and, moreover, that the agent or company had 
 no knowledge of the falsity or fraud of such answer. [57 v. 572, g 18.] 
 
 Sec. 3626. When companies estopped from certain defenses. All com- 
 panies, after having received three annual premiums on any policy is- 
 sued on the life of any person in this state, are estopped from defend- 
 ing, upon any other ground than fraud, against any clg,im arising upon 
 
 I 3625. Where life policy is issued on condition that answers and state- 
 ments in application are warranted true or the policy to be null and void, 
 and some of such answers and statements are untrue in fact, though made 
 innocently, the policy is void ab initio, and premium paid by applicant may 
 be recovered back. Conn. Mut. Life Ins. Co. v. Pyle, 44 Ohio St. 19. 
 
 ? 3626. "Where a beneficiary is entitled to participate in profits by divi- 
 dends applied on premiums, and the company has uniformly given notice of 
 amount of dividends and balance to be paid in cash, the policy is not for- 
 feited by failure to pay premium when due, if the company neglects to give 
 such notice; and if the company repudiates the contract and indicates that 
 premium would not be accepted after death of assured, a failure to tender 
 it will not bar recovery on policy. Manhattan Life Ins. Co. v. Smith, 15 W. 
 L. B. 184. 
 
LIFE INSUEANCE COMPANIES. 187 
 
 such policy by reason of any errors, omissions, or misstatements of the 
 assured, in any application made by such assured, on which the policy 
 was issued, except as to age. [69 v. 150, § 32.] 
 
 Sec. 3627. This chapter applies to companies heretofore organized. All 
 companies organized under any law of this state shall continue corpora- 
 tions for the purpose for which they were chartered, but subject to all 
 the provisions, requirements, and penalties imposed on companies or- 
 ganized under this chapter, and entitled to all the benefits and privi- 
 legt;b of this chapter. [69 v. 150, § 29.] 
 
 Sec. 3628. Husband may insure Ids life for benefit of loife and children. 
 Any person may effect an insurance on his life, for any definite period 
 of time, or for the term of his natural life, to inure to the sole benefit 
 of his fridow and children, or of either, as he may cause to be appointed 
 and provided in the policy; and the sum or net amount of insurance 
 becoming due and payable by the terms of insurance shall be payable 
 to his widow, or to his children, for their own use, as provided in the 
 policy, exempt from all claims by the representatives and creditors of 
 such person ; but the amount of premium annually paid on such policy 
 shall not exceed the sum of one hundred and fifty dollars, and, in case 
 of such excess, there shall be paid to the beneficiaries named in the 
 policy such portion of the insurance as the sum of one hundred and 
 fifty dollars will bear to the whole annual premium, and the residue to 
 the representatives of the deceased. [45 v. 53, § 1.] S. & C. 737. 
 
 Sec. 3629. Tn/e may insure life of husband. Any married woman may, 
 by herself, and in her own name, or in the name of any third person, 
 with his assent as her trustee, cause to be insured the life of her hus- 
 band, for her sole use, for any definite period, or for the term of his 
 natural life, and if she survive such period or term the amount of in- 
 surance becoming due and payable by the terms of the insurance shall 
 
 § 3628. When a husband, acting as the agent of his wife, takes out in her 
 name, and for her sole use, a poUcy of insurance on his life, from a company 
 whose charter makes such policy the exclusive property of the wife, and ex- 
 empts its proceeds from liability for the husband's debts, the wife is, as to 
 such policy, to be regarded as a feme sole. Insurance Co. v. Applegate, 7 
 Ohio St. 292. 
 
 When, in such case, representations in regard to the condition of his 
 health are made by the husband, in his application for the policy, which, by 
 the terms of the pohcy, are made part thereof, the subsequent declarations 
 of the husband, made pending his unauthorized negotiations for the sur- 
 render of the poUcy, and tending to show the false or fraudulent character 
 of the representations upon which the policy issued, are not competent evi- 
 dence in a suit brought by the wife upon the policy after the husband's 
 death. lb. 
 
188 OHIO UOEPOEATIONS. 
 
 be payable to her, to and for her own use, free from the claims of the 
 representatives of the husband, or any of his creditors; a policy of in- 
 surance on the life of any person, duly assigned, transferred, or made 
 payable to any married woman, or to any person in trust for her, or for 
 her benefit, whether such transfer is made by her husband or other 
 person, shall inure to her separate use and benefit, and that of her 
 children, independently of her husband or his creditors, or of the per- 
 son effecting or transferring the same, or his creditors; and the amount 
 sOf the insurance provided for in the preceding section, or this section, 
 may be made payable, in case of the death of the wife before the period 
 at which it becomes due, to his, her, or their children, for their use, as 
 shall be provided in the policy of insurance, or to their guardian, if 
 under age; but if there are no children, upon the death of tl»e wife, 
 such policy shall revert to and become the property of the party whose 
 life is insured, unless it has been transferred as hereinafter provided; 
 and if by its terms, or a transfer thereof, a policy is payable to a mar- 
 ried woman solely for her use, she may sell, assign, or surrender the 
 same, but the party whose life is insured shall concur in and become a 
 party to the transfer; but if a policy be procured by any person with 
 intent to defraud his creditors, an amount equal to the premium paid 
 thereon, with interest, shall inure to the benefit of his creditors, sub- 
 ject, Iiowever, to the statute of limitations. [69 v. 150, § 30; 45 v. 53, 
 §§2, 3; 76 V. 160, § 1.] 8. & C. 737. 
 
 Sec. 3030. Mutual protection associations — Powers — Accunvulations — Cer- 
 tificates. A company or association may be organized to transact the 
 business of life or accident insurance on the assessment plan, for the 
 purpose of mutual protection and relief of its members, and for the 
 
 § 3G30. Such associations are not authorized to provide for the payment 
 of stipulated sums of money to persons other than the family or heirs of a 
 deceased member. State v. Mutual Relief Association, 29 Ohio St. 399. 
 
 The by-laws and regulations adopted by an association determine the 
 rights of its members; and a fund raised byithe association in pursuance of 
 such by-laws and regulations, to be paid to the family or heirs of a deceased 
 member, in the manner therein specified, " unless otherwise directed by such 
 member in his lifetime," will, on failure of the member to give such direc- 
 tion, be controlled by such laws and regulations. Arthur v. Odd Fellows' 
 Ben. Ass., 29 Ohio St. 557. 
 
 When, by the laws and regulations of the association, the fund is to be 
 paid "to the widow, children, mother, sister, father or brother of a deceased 
 member, and in the order named, if not otherwise directed by the member 
 previous to his death," the relatives will take the fund in the order named, 
 unless the member, in his lifetime, executed such power of direction or ap- 
 pointment, thus changing the order of payment; and the will of a member. 
 
LIFE INSUEANCE COMPANIES. 189 
 
 payment of stipulated sums of money to the families or heirs of the de- 
 ceased members of such company or association, and may receive 
 money either by voluntary donation or contribution, or collect the 
 same by assessment on its members, and may accumulate, invest, dis- 
 tribute and appropriate the same in such manner as it may deem proper ; 
 that all accumulations and accretions thereon shall be held and used 
 as the property of the members and in the interest of the members, 
 and shall not be loaned to, used, appropriated, or invested for the 
 benefit of any officer or manager of such company or association ; and 
 provided, that no company or association shall issue a certificate for a 
 greater amount than such company or association shall be able to pay 
 from the proceeds of one assessment ; and such company or association 
 shall not be subject to the preceding sections of this chapter. [83 
 OhioL. 161.] 
 
 Sec. 3630a. Sworn statement of its transactions — Contents of statements. 
 That each corporation, company, or association now organized, or that 
 may hereafter be organized, in pursuance of sections thirty-two hundred 
 and thirty-six and thirty-two hundred and thirty-eight of the act to revise and 
 consolidate the general statutes of Ohio, passed June 20, 1879, or under 
 any other law of this state, for the purpose of doing business under the 
 provisions of section thirty-six hundred and tldrty of said act, or for the 
 purpose of doing such business as is contemplated by said section, shall, 
 on the first day of January, each year, or within sixty days thereafter, 
 deposit in the office of the superintendent of insurance a statement, 
 under oath, of all its transactions for the year next preceding said 
 first day of January, and the condition of its business at the close of 
 said year, according to printed blanks, which .shall be prepared and 
 furnished by the superintendent of insurance, showing, in detail, 
 
 who died seized of real and personal property, devising and bequeathing to 
 his children " my estate and property, real, personal, and mixed," without 
 referring to the power, or the subject of it, is not such an execution of the 
 power a? will control the fund. lb. 
 
 A company of another state organized for " insuring lives on the plan of 
 assessment upon surviving members," without limitation, does not come 
 within the class of companies provided for in section 36S0. That section 
 does not embrace companies insuring the lives of members for the benefit 
 of others than their families and heirs. The State v. Moore, 38 Ohio St. 7. 
 
 See State v. Standard Life Association, 38 Ohio St. 281. 
 
 Certificate issued by such corporation can not be made payable to bene- 
 ficiary "or assigns," nor to any others than family or heirs of member. 
 State ex rel. v. People's Mut. Ben. Assn., 42 Ohio St. 579. 
 
 See same decision as to powers of trustees of such corporations. 
 
 Nor can the member by will make a. stranger the beneficiary. National 
 Mut. Aid Assn. -c. Gonser, 43 Ohio St. 1. 
 
190 OHIO CORPOEATIONS. 
 
 the transactions of each company or association, exhibiting the 
 following facts and items in the following form, to wit : 
 
 1. Number of certificates or policies issued during the year, 
 
 2. The amount of the indemnity effected thereby. 
 
 3. Number of death losses during the year. 
 
 4. Number of death losses paid during the year. 
 
 5. Total amount received from death assessments during the 
 year. 
 
 6. Total amount paid to certificate holders or policy holders 
 for losses during the year. 
 
 7. Number of death claims not due, but for which assessments 
 have been made. 
 
 8. Number of losses for which assessments have not yet been 
 issued. 
 
 9. Number of death claims compromised or resisted during the 
 year, and reasons for such compromise or resistance. 
 
 10. Does the association or company charge annual dues? 
 
 11. How much are the dues for one thousand dollars {$1,000) 
 of indemnity? 
 
 12. Does the association or company use the death assessments 
 to meet its expenses, in whole or in part? 
 
 13. Amount of death assessments used to meet expenses during 
 the year. 
 
 14. Do the certificates or policies issued by association or com- 
 pany guarantee a fixed amount to be paid, regardless of amount re- 
 alized from assessments made to meet the same? 
 
 15. If so, state how the amount is guaranteed. 
 
 16. What security for such guaranty? 
 
 17. Does the association or company issue endowment certifi- 
 cates or policies, or undertake and promise to pay to members dur- 
 ing life any sum of money or thing of value ? 
 
 18. If so, how are these payments or promises provided for? 
 
 19. If by reserve, state the amount of reserve. 
 
 20. From what source is the reserve fund obtained ? 
 
 21. How invested? 
 
 22. What guarantee or security have the certificate holders for 
 this reserve ? 
 
 23. How many classes or divisions of endowment certificates or 
 policies have the association or company ? 
 
LIFE INSUKANCE COMPANIES. 191 
 
 24. How many years required for maturity of first class or di- 
 vision ? How many years required for maturity of second class or 
 division ? How many years required for maturity of third class 
 or division ? How many years required for maturity of fourth class 
 or division ? 
 
 25. Number of certificates or policies in force in first class or 
 division. Number of certificates or policies in force in second class 
 or division. Number of certificates or policies in force in third 
 class or division. Number of certificates or policies in force in 
 fourth class or division. 
 
 26. Date of organization of association or company. 
 
 27. Number of certificates or policies lapsed during the year. 
 
 28. Whole number of certificates or policies in force at the be- 
 ginning and end of the year. 
 
 29. The aggregate amount of certificates in force at the begin- 
 ning of the year. 
 
 'aO. The aggregate amount of certificates lapsed during the 
 year. 
 
 31. The aggregate amount of certificates in force at the end of 
 the year. 
 
 32. Maximum, minimum, and average age of members received 
 during the year. 
 
 83. Has the association or company any agents who have not 
 given bonds ? 
 
 34. In what state is the association doing business? [77 Ohio 
 L. 178.] 
 
 Sec. 36306. To make report to superintendent within ninety days. 
 Within ninety days after the passage of this act, each corporation, 
 company, or association doing business in pursuance of said section 
 thirty-six: hundred and thirty, shall report, under oath, to the super- 
 intendent of insurance its transactions for the year 1879, on the 
 form required to be furnished in the first section of this act. [77 
 Ohio L. 178.] 
 
 Sec. 3630c. Failure to fie statement to work forfeiture of franchise — 
 Attorney-general to institute proceedings. Any such corporation, com- 
 pany, or association which shall fail or refuse to file a statement or 
 report, or whose treasurer fails to file a bond as required by this act, 
 shall forfeit its right to do business, which forfeiture the superin- 
 tendent of insurance shall enforce by proceedings in quo warranto ; 
 
 § 3630c. Whetliei- a corporation which has misused or abused its franchises 
 should be ousted, rests in sound discretion of the conrt. State ex rel. v. 
 People's, etc., Assn., 42 Ohio St. 579. 
 
192 OHIO COEPOEATIONS. 
 
 and it is hereby made the duty of the attorney-general of the state 
 to institute such proceedings, upon his request, in writing. No 
 such corporatiou, company, or association issuing endowments, cer- 
 tificates, or policies, or undertaking, or promising to pay to mem- 
 bers during life any sum of money, or thing of value, or certificate, 
 or policy guaranteeing any fixed amount to be paid at death, ex- 
 cept such fixed amount or endowments shall be conditioned upon 
 the same being realized from the assessments made on members 
 to meet them, shall be permitted to do business in this state, until 
 they shall comply with the laws regulating regular mutual life in- 
 surance companies. [77 Ohio L. 178. j 
 
 Sec. 3630d. Superintendent of insurance may cause examination to 
 be made. The superintendent of insurance may, whenever he has 
 good reason to believe that the business of any such corporation, 
 company, or association is not being legally and honestly conducted, 
 or that such corporation, company, or association is exercising pow- 
 ers or franchises not conferred by law, cause an examination of its 
 aflfairs to be made at the expense of such corporation, company, or 
 association, by one or more disinterested persons, and at an expense 
 not to exceed five dollars a day for each person so employed ; and 
 if, upon such examination, it shall appear that such corporation, 
 company, or association is exercising powers or franchises contrary 
 to law, the superintendent of insurance shall institute proceedings 
 in quo warranto against the same, in the manner provided in section 
 three of this act. 
 
 Sec. 3630e. Rules under which foreign associations may do business 
 in this state. Any corporation, company, or association, organized 
 under the law of any other state to insure lives of members on the 
 assessment plan, and authorized to transact the business contem- 
 plated in section thirty-six hundred and thirty, shall be permitted to 
 do such business, to wit : The business contemplated in section ihir- 
 ty-six hundred and thirty, in this state, by first complying with the 
 laws of the State of Ohio, regulating corporations, companies or 
 associations organized for the mutual protection of its members 
 within this state, upon obtaining from the superintendent of insur- 
 ance of this state a certificate of such compliance, which certificate 
 shall not be granted until such foreign corporation,^ company or as- 
 sociation shall have appointed an agent or attorney within this state 
 upon whom service of process may be had : provided, that the 
 
LIFE INSURANCE COMPANIES. 193 
 
 superintendent of insurance shall not be required to issue certificates to 
 do business in Ohio to an agent of any such corporation, company or 
 association organized in any state in which such Ohio corporations, com- 
 panies or associations are not permitted to do business oa substantially 
 the same basis and limitations as they are in Ohio. [80 Ohio L. 179."] 
 Sec. 3630/. Where action against such association may be brought. 
 An action may be brought against any such corporation, company, 
 or association, organized under the laws of Ohio, or against any such 
 foreign corporation, company, or association doing business in Ohio, 
 in any county of this state where such cause of action arises, and 
 summons may be issued and service had as provided in chapter six, 
 subdivisions one and two, title one, part third, of the revised statutes 
 of Ohio, the provisions of which chapter are hereby made applicable 
 in such cases. [77 Ohio L. 178.] 
 
 Sec. 36309'. To whom policies not to issue, and penalty. No such 
 corporation, company or association shall issue a certificate or policy 
 to any person, until such person has been first subjected to a thor- 
 ough medical examination by a regularly educated physician and 
 found to be a good risk, nor to any person above the age of sixty-five 
 years, nor under the age of fifteen years. Any trustee, officer, 
 agent or employe of any such corporation, company or association, 
 who shall knowingly insure or cause or permit to be insured any per- 
 son without that person's knowledge or consent, or any fictitious per- 
 son or any person over sixty-five or under fifteen years of age, or 
 any sickly or infirm person, or who shall issue a certificate or policy 
 of insurance for any such corporation, company or association which 
 has not complied with the laws of this state and received from the 
 superintendent of insurance a certificate of such compliance, or who 
 shall knowingly violate any of the provisions of section 3630, re- 
 vised statutes, and the sections supplementary thereto, and any phy- 
 sician or other person who shall knowingly aid in or abet in any 
 manner, any such trustee, officer, agent or employe in effecting such 
 insurance, or insurance on his own life, shall be fined not more than 
 
 § 3630 a to/ The supplementary act of April 12, 1880 (77 Ohio L. 178), 
 does not enlarge the class of companies provided for in ? 3630, but merely 
 prescribes the regulations under which such companies, whether domestic or 
 foreign, may do business in the state, and subjects them to additional super- 
 vision. State V. Moore, 38 Qhio.St. 7. 
 13 
 
194 OHIO COEPOEATIONS. 
 
 one thousand dollars, nor less than one hundred dollars, or imprisoned 
 not more than six months, or both. But the provisions of this sup- 
 plementary section in respect to the age and medical examination 
 of persons to whom certificates or policies shall issue, shall not apply 
 to such corporations, companies or associations doing a purely acci- 
 dent business. [82 Ohio L. 138.] 
 
 Sec. SQSOh. Expenses, hoiv paid. The expenses of such cor 
 porations, companies, or associations shall be met by fixed annual 
 payments, or by assessments made and designated to be for such 
 expenses ; but such assessments shall, in no case, be made or be- 
 come a part of any assessments to pay a loss by death; and no part 
 of the mortuary fund shall in any case be used to pay expenses. 
 [80 Ohio L. 179.] 
 
 Sec. 3631. No agent to collect dues without giving bond— Bond of 
 treasurer of association. No agent or officer of any such corpora- 
 tion, company, or association shall be permitted to collector receive 
 any dues, assessments, or donations for or on account of the same, 
 until he executes jointly, Viith. two responsible sureties, a bond to 
 the corporation, company, or association, to the approval of the 
 trustees thereof, in such sum as they shall prescribe, conditioned 
 for the payment of all such dues, assessments, and donations over 
 to the proper officer of the company ; and all receipts of any such 
 company or association shall be paid into the hands of the treasurer 
 thereof, who shall, before assuming the duties of his office, give 
 bond in the sum of not less than ten thousand nor more than fifty 
 thousand dollars, as the said superintendent may determine, with 
 not less than three sureties, to be approved by the superintendent 
 of insurance, and conditioned for the faithful accounting for and 
 proper payment and disbursement to the legitimate purposes of the 
 company or association of all the money thereof which comes into 
 his hands. Said bond of the treasurer shall be examined as to its 
 sufficiency, annually, and shall be renewed whenever the superin- 
 tendent of insurance shall require, and, with the approval of the 
 superintendent of insurance indorsed thereon, shall be filed with 
 the secretary of state. 
 
 Sec. 8. Certain associations exempted from provisions of iMs act. 
 This act shall not apply to any association of religious or secret 
 societies, or to any class of mechanics, express, telegraph, or railroad 
 employes, formed for the mutual benefit of the members thereof 
 and their families exclusively. [77 Ohio L. 181.] 
 
INSUEAIJCE COMPANIES OTHEE THAN LIFE. 
 
 195 
 
 INSUEANCE COMPANIES OTHEE THAN LIFE. 
 
 Section _ Section 
 
 3632. Articles of incorporation to be 8656. Foreign companies must ob- 
 
 approved by attorney-gen- tain license of superintend- 
 
 eral. ■ ent. 
 
 3633. To be recorded by secretary of 3657. The waiver such companies 
 
 state, and copy deposited must file. 
 
 with superintendent. 3658. Must also file statement. 
 
 3634. Amount of capital companies 3659. When license shall be revoked. 
 
 must have. 
 
 3635. Bobks of subscription to stock. 
 
 3636. Election of directors. 
 
 3637. How company must invest its 
 
 capital. 
 
 3638. How it may invest its accumu- 
 
 lations. 
 
 3639. Limitation on the powers of 
 
 investment. 
 
 3640. Examination by the superin- 
 
 tendent. 
 
 3641. Powers of companies. 
 
 3642. Powers and duties of directors. 
 
 3643. Extent of liability under policy 
 
 of insurance. 
 
 3644. When solicitor held to be agent 
 
 of insurer. 
 
 3645. How contracts to be evidenced. 
 
 3646. Transfers of stock. 
 
 3647. How stock may be increased. 
 3648., When fire company may make 
 
 dividends. 
 3649. What real estate company may 
 
 3660. Certain companies must make 
 deposit. 
 
 3S61. All foreign companies must 
 make annual statements. 
 
 8662. Companies must apply divi- 
 dends to stock notes. 
 
 3663. Lien of mutual companies for 
 
 premium notes. 
 
 3664. Insured may require fire policy 
 
 to be canceled. 
 
 3665. Kates for cancellation of cash 
 
 policies. 
 8666. Rates for policies of mutual 
 companies. 
 
 3667. Rates when premium is paid in 
 
 installments. 
 
 3668. Premium notes not negotiable. 
 
 3669. Superintendent to enforce cer- 
 
 tain provisions. 
 
 3670. Accidentcompanies authorized. 
 
 8671. How companies may con- 
 
 solidate. 
 
 8672. Distribution of the stock of 
 consolidated company. 
 
 hold. 
 
 3650. Assessments upon members of 3673. Election of directors. 
 
 mutual companies. 3674. Capital stock limited. 
 
 8651. How assessments enforced. 3675. Certificate of consolidation 
 3652. How assessment and notice must be filed with secretary 
 
 proved. of btate. 
 
 3658. What kind of policies company 3676. Mutual companies may become 
 
 to issue. stock companies. 
 
 3654. Annual reports of certain com- 3677. Notice to members, and meet- 
 
 panies. ing. 
 
 3655. Special statement of certain 3678. Certificates of stock to be 
 
 companies. 
 
 i-siied. 
 
196 OHIO CORPORATIONS. 
 
 Section Section 
 
 3679. When members will not take 3685. Certain bonds rnay be approved 
 
 stock. by probate judge. 
 
 8680. Sale of certificates of indebted- 3686. Mutual protection associations 
 
 ness. authorized. 
 
 3681. Amount of each share to be 3687. Certificate of organization. 
 
 fixed. 3688. When certificate to be filed. 
 
 3682. iXutual companies may sell in- 3689. Election of officers, etc. 
 
 surance for cash. 3690. Must adopt a constitution and 
 
 3683. Examination of mutual fire by-laws. 
 
 companies. 3691. Cellar and foundation not con- 
 
 3684. Persons refusing to appear and sidered part of structure in 
 
 testify are in contempt. settling loss. 
 
 Seo. 3632. Articles of ineorporation to be approved by attorney- 
 general. The articles of incorporation of a company formed for the 
 purpose of insurance other than life insurance must be forwarded 
 to the secretary of state, who shall submit the same to the attorney- 
 general for examination, and if found by him to be in accordance 
 with the provisions of this chapter, and not inconsistent with the 
 constitution and laws of this state and of the United States, shall 
 certify and deliver back the same to the secretary, who may reject 
 any name or title of any company applied for when he deems the 
 same similar to one already appropriated, or likely to mislead the 
 public. [69 V. 140, § l.J 
 
 Sec. 3633. To be recorded by secretary of state, and copy deposited 
 with superintendent. Upon the approval of the articles by the 
 attorney-general and the secretary of state, the secretary shall cause 
 the same to be recorded and copied in the same manner as is pro- 
 vided in the preceding chapter, and a copy thereof to be deposited 
 with the superintendent of insurance, who shall withhold from the 
 company the certificate of authority if its name is so similar to tiio 
 name of any other company as to mislead the public. [69 v. 140, 
 §2; 75 V. 557, §§ 1,2.] 
 
 Sec. 3634. Amount of capital companies must Jiave. No company 
 shall he incorporated under this chapter with a smaller capital than 
 one hundred thousand dollars, which shall be divided into shares of 
 one hundred dollars each ; nor shall any company on the plan of 
 mutual insurance be organized in this state until agreements have 
 been entered into for insurance with at least two hundred solvent 
 applicants, the premiums on whose policies shall amount to not 
 
INSURANCE COMPANIES OTHEE THAN LIFE. 197 
 
 less than fifty thoiisaud dollars, of which at least twenty per cent 
 has been paid in cash by each applicant on his note, and their 
 notes founded on actual and bona lide applications for insurance 
 have been received for the remainder ; no one of the notes received 
 as aforesaid shall amount to more than five liundred dollars, and 
 no two shall be given for the same risk, or be made by the same 
 person or firm, except when the whole amount of such notes does 
 not exceed five hundred dollars ; nor shall any note be represented 
 as capital stock unless a policy be issued upon the same within 
 thirty days after the organization of tlie company, upon a risk 
 which shall be for no shorter period than twelve months; each of 
 the notes shall be payable, in part or in whole, at any time when 
 the directors deem the same requisite for the payment of losses by 
 fire, or inland navigation, and such incidental expenses as may be 
 necessary for transacting the business of the company; and no 
 note shall be accepted as part of such capital stock unless the 
 same be accompanied by a certificate of a justice of the peace of 
 the town or city where the maker of such note resides, that the 
 maker is, in his opinion, pecuniarily good and responsible for the 
 same ; and no such note shall be surrendered during the life of 
 the policy for which it was given ; but nothing in this section shall 
 apply to associations for the mutual protection of their members 
 against loss by fire, heretofore or hereafter organized. [75 v. 561, 
 §3.] 
 
 Sec. 3635. Boohs of subscription to stock. The persons named 
 in the articles of incorporation, or a majority of them, shall be com- 
 missioners to open books for the subscription of stock in the com- 
 pany, at such times and places as they deem convenient and proper, 
 and shall keep the same open until the full amount specified in 
 the articles is subscribed. [69 v. 140, § 4] 
 
 Sec. 3636. Election of directors. Within one month after the 
 subscription books are filled, and the articles of incorporation filed 
 with the secretary of state, a majority of subscribers to the stock 
 shall hold a meeting for the election of not less than five nor 
 
 § 3635. Subscription must be in writing and mutually binding. Fanning 
 V. Ins. Co., 37 Ohio St. 339. 
 
 Verbal promise to take shares preliminary to organization is void, unless 
 estoppel can be shown, lor want of consideration. lb. 
 
198 OHIO COEPOBATIONS. 
 
 more than twenty-one directors, who must be stockholders or mem- 
 bers, and the number thereof may at any time thereafter be in- 
 creased or diminished between the same limits, at the will of the 
 stockholders representing a majority of the stock or a majority of 
 the members; each member of a mutual company shall be entitled 
 to one vote, and each stockholder in other companies shall be en- 
 titled to one vote for each share of stock he holds ; and mutual 
 companies may, if they so provide in their by-laws, elect directors 
 for the term of three years, the term of office of one-third of the 
 number elected to expire each year, and those who receive the 
 highest number of votes at the first election to serve for the longest 
 term. [70 v. 180, § 5; 60 v. 75, § l.J S. & S. 217. 
 
 Sec. 3637. How company must invest its capital. No company 
 organized under this chapter, or incorporated under any law of this 
 state, for the purposes provided in section thirty-six hundred and 
 thirty-two, shall invest its capital, or any part thereof, otherwise 
 than in — 1. United States bonds ; 2. Ohio state bonds ; 3. Bonds 
 of a county, township, or municipal corporation in this state, issued 
 in conformity with law ; 4. Bonds and mortgages on unincumbered 
 real estate within this state worth fifty per cent more than the sum 
 loaned thereon, exclusive of buildings ; 5. The stock of any national 
 bank located in this state, organized under the provisions of an act of 
 congress, entitled "An act to provide a national currenc}^ secured by 
 the pledge of United States stocks, and to provide for the circulation 
 and redemption thereof," approved February 25, 1863, and acts 
 amendatory thereof and supplementary thereto ; or, 6. First mort- 
 gage bonds of railroads within this state, upon which default in 
 the payment of the interest coupons has not been made within three 
 years previous to the purchase tliereof. [70 v. 147, § 6.] 
 
 Sec. 3638. How it may invest its accumulations. Funds accumu- 
 lated in the course of business, or surplus money over and above 
 the capital stock of a company, may be loaned on or invested in the 
 above named securities, or, 1. Bonds and mortgages on unincum- 
 bered real estate within this state worth fifty per cent more than 
 the sum loaned thereon, exclusive of buildings, unless such build- 
 ings are insured in some company authorized to do business in this 
 state, and the policy is transferred to a company making the invest- 
 ment ; 2. Bonds of an}' state of tlie United States ; 3. Stocks, 
 bonds, or other evidences of indebtedness of any solvent, dividend- 
 
INSUaANCB COMPANIES OTHER THAN LIFE. 199 
 
 paying institution incorporated under the laws of this or any other 
 state, or of the United States, except its own stock ; or, 4. Nego- 
 tiable promissory notes maturing in not more than six months from 
 the date thereof, secured by collateral security through the transfer 
 of any of the classes of securities above described in this or the pre- 
 ceding section, with absolute power of sale within twenty days after 
 default in payment at maturity. [70 v. 147, § 6.] 
 
 Sec. 3639. Limitation on the 'power of investment. No company 
 shall own more than one-fourth of the capital stock of any national 
 bank, nor invest in nor loan on the stocks and bonds, both included, 
 of any railroad company, to an extent exceeding one-tenth of its 
 own capital, nor in the aggregate shall the investment in and loan 
 on all railroad property exceed one-fourth of its capital ; not more 
 than one-half of its capital shall be loaned on mortgage of real es- 
 tate, as above provided for the investment of capital, and not more 
 than one-tenth of the capital actually existing of any company shall 
 be invested in a single mortgage ; the current market value of all 
 such stocks, bonds, or other evidences of indebtedness as above 
 mentioned, in which the accumulations or surplus money over and 
 above the capital stock of any insurance company may be loaned 
 or invested, shall be at all times during the continuance of such 
 loans at least twenty per cent more than the sums loaned thereon ; 
 and if any investment or loan be made in a manner not authorized 
 by this chapter, the directors who make or authorize the same 
 shall be personally liable to the stockholders for any loss occasioned 
 thereby ; but insurance companies organized under the laws of this 
 state, now doing business, shall not be compelled to change any in- 
 vestment made in accordance with the acts heretofore passed regu- 
 lating such companies. [70 v. 147, § 6.] 
 
 Sec. 3640. Examination by the superintendent. When a company 
 notifies the superintendent of insurance that the proceedings re- 
 quired by the preceding section have been had, he shall make an 
 examination of the condition of the company, and if he find that 
 the capital required of the company has been paid in and is possessed 
 by it in money, or in such stocks, bonds, and mortgages as are re- 
 quired by this chapter, he shall so certify ; or he may cause such 
 examination to be made by some disinterested person specially ap- 
 pointed by him for the purpose, who shall certify his finding to the 
 superintendent under oath ; the signers of the articles of incorpora- 
 
200 OHIO COEPOBATIONS. 
 
 tion, or the officers of the company, shall also certify, under oath, that 
 the capital exhibited is, bona fide, the property of the company; such 
 certificates shall be filed in the oflBce of the superintendent, who shall 
 thereupon deliver to such company a certified copy thereof, which, on 
 being placed on record iu the office of the recorder of the county 
 wherein the company is to be located, in a, book provided for that pur- 
 pose by him, shall be its authority to commence business and issue 
 policies; and such certified copy of the certificates may be used in evi- 
 dence for or against the compajy, with the same effect as the original. 
 [69 V. 140, § 7,] 
 
 Sec. 3641. Powers of companies. A company organized under this 
 chapter may — 
 
 First. Insure houses, building, and all other kinds of property, 
 against loss or damage by fire and lightning or tornadoes, in and out 
 of the state, and make all kinds of insurance on goods, merchandise, 
 and other property in the course of transportation, whether on land or 
 water, or on any vessel or boat wherever the same may be. 
 
 Second. Make insurance on the health of individuals and against 
 personal injury, disablement or death, resulting from traveling or gen- 
 eral accidents by land and water; make insurance against loss or dam- 
 age resulting from accidents to property, from causes other than by 
 fire or lightning; guarantee the fidelity of persons holding places of 
 public or private trust, who may be required to, or do, in their trust 
 capacity, receive, hold, control or disburse public or pi-ivate moneys or 
 property. 
 
 Third. Receive on deposit and insure the safe keeping of books, 
 papers, moneys, stocks, bonds, and all kinds of personal propertj' ; lend 
 money on bottomry or respondentia, and cause itself to be insured 
 against any loss or risk it may have incurred in the course of its busi- 
 ness, and upon the interest which it may have in any property by 
 means of any loan which it may have made on mortgage, bottomry or 
 respondentia, and generally to do and perform all other matters and 
 things proper to promote these objects; but no company shall be or- 
 ganized to issue policies of insurance for more than one of the above 
 three mentioned purposes, and no company organized for either one 
 of said purposes shall issue policies of insurance for any other. [82 
 Ohio L. 185.] 
 
 Sec. 3641a. Insurance against lightning. All companies heretofore or- 
 ganized or that may hereafter be organized for the purpose of insuring 
 against loss or damage by fire, may insure against loss or damage by 
 lightning and tornadoes. [81 Ohio L. 93.] 
 
 Sec. 3642. By-laws and regulations. The directors shall choose from 
 their own number by ballot, a president, and shall fill all vacancies 
 that may arise in the board, or in the presidency thereof; the board of 
 
INSUEANCE COMPANIES OTHEE THAN LIFE. 201 
 
 directors, or a majority of them, when convened -at the ofEoo of the 
 company, may appoint a secretary and any other ofEcers or agen ts n eces- 
 sary for transacting the business of the company, and pay such salaries 
 and talie such securities as they may judge reasonable; they may or- 
 dain and establish by-laws and regulations not inconsistent with the 
 constitution and laws of this state and of the United States, as shall 
 appear to them necessary for regulating and conducting the business 
 of the company; but no new by-laws or regulation shall take effect un- 
 til the same has been approveti by the state commissioner of insurance 
 and a copy thereof has been filed in the office of said commissioner, and 
 they shall keep full and correct records of thei-r transactions, which 
 shall, at all times, be open to the inspection of members or stock- 
 holders. [80 Ohio L. 41.1 
 
 Sec. 3643. Extent of liability under policy of insurance. Any person, 
 company, or association, hereafter insuring any building or structure 
 against loss or damage by fire or lightning, by a renewal of a policy 
 heretofore issued, or otherwise, shall cause such building or structure 
 to be examined by an agent of the insurer, and a full description thereof 
 to be made, and the insurable value thereof to be fixed by such agent; 
 in the absence of any change increasing the risk without the consent 
 of the insurers, and also of intentional fraud on the part of the insured, 
 in case of total loss, the whole amount mentioned in the policy or re- 
 newal upon which the insurers receive a premium shall be paid, and 
 in case of a partial loss the full amount of the partial loss shall be paid ; 
 and in case there are two or more policies upon the property, each 
 policy shall contribute to the payment of the whole of the partial loss 
 in proportion to the amount of insurance mentioned in each i)olio\ ;r, 
 
 § 3643. Where policies in several companies each contained a clause re- 
 serving the right in case of loss to rebuild, and notice was served by each 
 company separately of its intention to rebuild jointly with the other com- 
 panies, and tlie assured then compromised with all companies except de- 
 fendant aud released them from liabiUty: Held, defendant's liability to rebuild 
 was several, and it was not released from its proportionate share of the loss, 
 such share to be ascertained by reference to the aggregate insurance, with- 
 out regard to the fact that some of the companies had been settled with for 
 a less sum than they were liable for, or that others did not elect to rebuild, 
 or were insolvent or not Hable. Good v. Buckeye Mutual Fire Ins. Co., 43 
 Ohio St. 394. 
 
 Where personal property is described in an insurance policy as situate in 
 a particular building, and such place of storage is afterward changed whh- 
 out consent of insurer, and loss accrues, no recovery can be had ; and mere 
 notice that such place would be changed, and reply by the company that its 
 assent must be entered on the policy, is not sufficient. Phoenix Fire Ins. 
 Co. V. Verbis, 1 Circuit Rep. 326. 
 
 Where condition of poUey on dwelling-house is that " if the building in- 
 sured be vacated or left unoccupied " the policy shall be void, the removal 
 of tenant before his lease expires, without the knowledge or consent of the 
 landlord, avoids the nolio. Farmpr'.s Ins. Co. v. Wells 42 Ohio St. 519. 
 
202 OmO COEPOEATIONS. 
 
 but in no case shall the insurer be required to pay more than the 
 amount mentioned in its policy. [76 v. 26, § K] 
 
 Sec. 3644. When solicitor held to be agent or insurer. A person who 
 solicits insurance and procures the application therefor, shall be held 
 to be the agent of the party hereafter issuing a policy upon such appli- 
 cation or a renewal thereof, any thing in the application or policy to 
 the contrary notwithstanding. [76 v. 26, § 2.] 
 
 Sec. 3645. Sow contracts to be evidenced. All policies or contracts of 
 insurance made or entered into by the company may be made either 
 with or without the seal of the company; and they shall be subscribed 
 by the president or such other ofHcer as may be designated by the di- 
 rectors for that purpose, and shall be attested by the secretary, and, 
 when so subscribed and attested, they shall be obligatory on the com- 
 pany. [69 T. 140, § 11.] 
 
 Sec. 3646. Transfers of stock. Transfers of stock may be made on 
 the books of the company by any share-holder, or his legal representa^ 
 tive, subject to such reasonable restrictions as the directors may, from 
 time to time, make in their by-laws, and subject, also, to any provisions 
 of the laws of this state relating to such transfers. [69 v. 140, g 12.] 
 
 Sec. 3647. How stock increased. When a, company, organized under 
 this chapter, requires, in the opinion of the directors thereof, an in- 
 creased amount of capital, they shall, if authorized by the holders of 
 two-thirds of the stock, file with the secretary of state a certificate set- 
 ting forth the amount of. such desired increase, and thereafter such 
 company shall be entitled to have the increased amount of capital 
 fixed by such certificate; and the examination of securities, compos- 
 tog the capital stock thus increased, shall be made in the same manner 
 as is provided in section thirty-six hundred and forty for capital stock 
 originally paid in. [69 v. 140, § 13.] 
 
 Sec. 3648. When fire company may make dividends. TSo fire insurance 
 company, organized under any law of this state, shall make any divi- 
 dend except from the surplus profits arising from its business ; and in 
 estimating such profits there shall be reserved therefrom — 
 
 First — A sum equal to fifty per cent of the whole amount, of pre- 
 miums on unexpired risks and policies, which is hereby declared to be 
 unearned premiums. • 
 
 § 3645. When the charter of an insurance company confers upon it power 
 "generally to do and perform all things relative to the object of the associa- 
 tion," and provides in a subsequent section that " all policies or contracts of 
 insurance,' shall be subscribed by the president, or some other officer deaic- 
 flated by the board of directors for that purpose, the latter provision does 
 not disable the company from binding itself by contract for policies and im- 
 mediate insurance executed in other modes and by other agents, but merely 
 prescribes the manner in which the final contract or policy shall be executed. 
 Insurance Co. o. Kelly, 24 Ohio St. 845. 
 
INSURANCE COMPANIES OTHER THAN LIFE. 203 
 
 Second — All sums due the company on bonds and mortgages, 
 bonds, stocks, and book-accounts, of which no part of the principal 
 nor the interest thereon has been paid during the preceding year, 
 and on which an action has not been commenced, or which, after 
 judgmeijit obtained thereon, has remained more than two years un- 
 satisfied, and on wliich interest has not been paid ; and. 
 
 Third — All interest due or accrued, and remaining unpaid, for 
 which the company does not hold securities as hereinbefore provided. 
 
 Any dividend made contrary to the provisons of this section shall 
 subject the company which makes the same to a forfeiture of its 
 charter, and each stockholder who receives it to a liability to the 
 creditors of the company to the extent of the dividend I'eceived, 
 besides the other penalties and punishments prescribed by law ; but 
 this section shall not apply to the declaration of scrip dividends by 
 participating companies, and no such scrip dividend shall be paid 
 except from surplus profits, after reserving all sums above provided, 
 including the whole amount of premiums on unexpired risks ; and 
 the word " year," wherever used in this section, shall be construed 
 to mean the calendar year. [70 v. 147, § 14.] 
 
 Sec. 3649. What real estate companymay hold. No company, organ- 
 ized under this chapter, shall purchase, hold, or convey real estate, 
 except for the purposes and in the manner herein set forth, to wit : 
 
 1. Such as is requisite for its convenient accommodation in the 
 transaction of its business; or, 
 
 2. Such as is mortgaged to it in good faith, hj way of security for 
 loans previously contracted, or for money due; or, 
 
 3. Such as is conveyed to it in satisfaction of debts previously 
 contracted in its legitimate business, or for money due ; or, 
 
 4. Such as is purchased at sales upon judgment, decree, pr mort- 
 gages obtained or made for such debts. 
 
 No such company shall purchase, hold, or convey real estate in 
 any other case, or for ^ny other purpose; and all sucli real estate 
 as may be acquired as aforesaid, and which is not necessary for the 
 accommodation of the company in the transaction of its business, 
 shall be sold and disposed of within two years after title thereto is 
 acquired, unless the company procure a certificate from the super- 
 intendent of insurance that its interests will suffer materially by a 
 forced sale thereof, when the sale may be postponed for such period 
 
204 OHIO CORPORATIONS. 
 
 as the superintendent shall direct in such certificate. [69 v. 140, 
 
 § 15-] 
 
 Sec. 3650. Assessments upon members of mutual companies. 
 Every person who effects insurance in a mutual company, and con- 
 tinues to be insured, and his heirs, executors, administrators, 
 and assigns, shall thereby become members of the company 
 during the period of insurance, shall be bound to pay for losses and 
 sucli necessary expenses as accrue in and to the company in pro- 
 portion to the amount of his deposit note ; the directors shall, as often 
 as they deem necessary, after receiving notice of any loss or 
 damage by fire sustained by any member, aud ascertaining the 
 same, or after the rendition of any judgment against the company 
 for loss or damage, settle and determine the sums to be paid by the 
 several members thereof as their respective portions of such loss, . 
 and publish the same in such manner as they may choose, or as the by- 
 laws prescribe, and the sum to be paid by each member shall always 
 be in proportion to the original amount of his deposit note, and shall be 
 paid to the officers of the company within thirty days next after the 
 publication of such notice; and every such company shall assess its 
 members on the 30th day of September of each year, sufficiently to 
 liquidate all liabilities of the company existing at the time of the 
 assessment, and no such company shall borrow money or create a 
 debt unless for the purpose of necessary office buildings, to continue 
 beyond the period when such assessment may be collected aud ap- 
 plied to the payment thereof, and no member shall be assessed for 
 liabilities incurred prior to his membership. [79 Ohio L. 133.] 
 
 Sec. 3651. How assessments enforced. If a member neglect or 
 refuse, for the space of thirty days after the publication of such 
 notice, and after personal demand of payment, to pay the sum as- 
 sessed upon him as his proportion of any loss as aforesaid, the di- 
 rectors may sue for and recover the whole amount of his deposit 
 note, with costs of suit ; but execution shall only issue for assess- 
 ments and costs as they accrue, and every such execution shall be 
 accompanied by a list of losses for which the assessment is made ; 
 aud, if the whole amount of depusit notes be insufficient to pay the 
 loss, occasioned by any fire or fires, the sufferers insured by the 
 company shall receive, toward making good their respective losses, 
 a proportional share of the whole amount of such notes, according 
 to the sums by them respectively insured, but no member shall 
 
INSUEANCE COMPANIES OTHER THAN LIFE. 205 
 
 ever be required to pay for any loss occasioned by fire, or inland 
 navigation, more than the whole amount of his deposit note. [69 
 V. 140, § 16.J 
 
 Sec. 3652.. Sow assessment and notice proved. In actions for the 
 recovery of assessments duly levied by the directors of any mutual 
 fire insurance company of this state, or for money due on the pre- 
 mium notes of the members of any such company, the official state- 
 ment of the president or secretary of such company, under seal, 
 and sworn to, shall be received in any court as evidence of the fact 
 that such assessment, for the non-payment of which any such ac- 
 tion is commenced, has been so levied, and notice thereof given. 
 [39 V. 35, § l.J S. & C. 352. 
 
 Sec. 3653. Wliat kind of policies company to issue. Every mu- 
 tual company shall embody the word " mutual" in its title, which 
 shall appear upon the first page of every policy and renewal receipt, 
 and every stock company shall express, upon the face of every pol- 
 icy and renewal receipt, in some suitable manner, that such policy 
 or receipt is a stock policy or receipt ; but neither class of com- 
 panies, doing business in this state, shall issue any policy other than 
 that appropriate to its class, except that any mutual company, now 
 doing business in this state, having net assests not less than two 
 hundred thousand dollars invested, as provided in section thirty-six 
 hundred and thirty-seven, may issue policies either upon the mutual 
 or stock plan, and may continue to do such kind of business so long 
 as its assets continue so invested, and may expose itself to loss on 
 any risk or hazard, either by one or more policies, to an amount 
 not exceeding five per cent thereof. [69 v. 140, § 17.] 
 
 Sec. 3654. Annvxil reports of certain companies. The president 
 or vice-president and secretary of each insurance company organized 
 under any law of this state shall, annually, on the first day of Jan- 
 uary, or within thirty days thereafter, prepare, under oath, and de- 
 posit in the office of the superintendent of insurance, a statement 
 of the condition of such company on the thirty-first day of Decem- 
 ber then next preceding, exhibiting the following facts and items, 
 and in the following form, namely : 
 
 First — The amount of the capital stock of the company, specify- 
 ing the amount paid and unpaid. 
 
 Second — The property or assets held by the company, specify- 
 
20G OHIO COEPOEATIONS. 
 
 1. The value of the real estate owned by such company, where 
 it is situate, and the value of buildings thereon. 
 
 2. The amount of cash on hand and deposited in banks to the 
 credit of the company, specifying in what banks the same is depos- 
 ited. 
 
 3. The amount of cash in the hands of agents and in course of 
 transmission. 
 
 4. The amount of loans secured by bonds and mortgages which 
 are the first lien on real estate, and on which there is less than one 
 year's interest due. 
 
 5. The amount of loans on which interest has not been paid 
 within one year. 
 
 6. The amount due the company on which judgments have been 
 obtained, and the cash value thereof. 
 
 7. The amount of stocks of this state, the United States, of any 
 city of this state, and of any other stocks owned by the company, 
 specifying the amount, number of shares, and the par and market 
 value of each kind of stock. 
 
 8. The amount of stock held as collateral security for loans, 
 with the amount loaned on, and the par and market value of each 
 kind of stock. 
 
 9. The amount of unpaid assessments on stock or premium 
 notes. 
 
 10. The amount of interest actually due and unpaid, and the 
 amount of interest accrued but not due. 
 
 11. The amount of premium notes on which policies are is- 
 sued. 
 
 12. The number of policies in force. 
 
 13. The amount insured under all policies in force. 
 
 14. The amount of premiums received thereon. 
 
 15. The amount and a description of all other assets. 
 Third — The liabilities of the company, specifying — 
 
 1. The amount of losses due and unpaid. 
 
 2. The amount of claims for losses resisted by the company. 
 
 3. The amount of losses incurred during the year, including 
 those claimed and not due, and those reported to the company upon 
 ■which no action has been taken. 
 
 4. The amount of dividends declared and due, and remaining 
 unpaid. 
 
INSURANCE COMPANIES OTHER THAN LIFE. 207 
 
 5. The amount of dividends, either cash or scrip, declared 
 but not due. 
 
 6. The amount of money borrowed, and the security given 
 for the payment thereof. 
 
 7. The amount required for re-insurance, being in stock com- 
 panies a sum equal to fifty per cent of the whole amount of pre- 
 miums on unexpired risks and policies, and in mutual companies a 
 sum equal to fifty per cent of the cash premiums received on un- 
 expired risks and policies. 
 
 8. The amount of all other existing claims against the com- 
 pany. 
 
 Fourth — The income of the company during the preceding year, 
 specifying — 
 
 1. The amount of cash premiums received. 
 
 2. The amount of notes received lor premiums. 
 
 3. The amount of interest money received. 
 
 4. The amount of income received from other sources. 
 
 Fifth — The expenditure during the preceding year, specifying — 
 
 1. The amount of losses paid during the year, stating how 
 much of the same accrued prior and how much subsequent to the 
 date of the preceding statement, and the amount at which losses 
 were estimated in such preceding statement. 
 
 2. The amount of dividends paid during the year. 
 
 3. The amount of expenses paid during the year, including 
 commissions and fees to agents and officers of the company. 
 
 4. The amount paid for taxes. 
 
 5. The amount of all other payments and expenditures. [70 
 V. 147, § 18.] 
 
 Sec. 3655. Special itaiement of certain companies. The statement 
 of any such company, the capital of which is composed in whole 
 or in part of notes, shall, in addition to the foregoing, exhibit the 
 amount of noles which originally formed the capital, and also what 
 proportion of such notes is still held by the company and considered 
 capital ; and every company organized under any law of this state 
 which faUs to make and deposit sucli statement, or to reply to any 
 inquiry of the superintendent, shall be subject to a penalty of five 
 hundred dollars, and an additional five hundred (iollars for every 
 month that it continues thereafter to transact any business of in- 
 surance. [69 V. 140, § 19. J 
 
208 OHIO COEPORATIONS. 
 
 Sec. 3656. Foreign companies must obtain license of superintendent. 
 No company, association, or partnership, incorporated, organized, 
 or associated under the laws of any other state of the United States, 
 or of any foreign government, for any of the purposes mentioned 
 in this chapter, which does a banking or any other kind of business 
 in connection with insurance, shall, directly or indirectly, transact 
 any business of insurance in this state; nor shall any such company, 
 association, or partnership do any such business in this state until 
 it procures from the superintendent a certificate of authority so to 
 do ; nor shall any person or corporation act as agent in this state 
 for any such company, association, or partnership, directly or indi- 
 rectly, either in procuring applications for insurance, taking risks, 
 or in any manner transacting the business of insurance, until it 
 procures from the superintendent a license so to do, stating that the 
 company, association, or partnership has complied with all the re- 
 quirements of this chapter applicable to such conipany, and depos- 
 iting a certified copy of such license in the office of the recorder of 
 the county in y/hich the office or place of business of such agent or 
 agents is established ; nor shall any company, association, or part- 
 nership, organized under the laws of any other state, take risks or 
 transact business of insurance in this state, directly or indirectly, 
 unless possessed of the amount of actual capital required of similar 
 companies formed under the provisions of this chapter, nor unless 
 the entire capital stock of the company is fully paid up and in- 
 vested as required by the laws of the state where it was organized ; 
 but if the company is a mutual company, actual cash assets of the 
 same amount and description, invested and deposited as required by 
 
 § 3656. A mutual company duly organized under the laws of another state 
 may do business in this state if it has the amount and kind of assets required 
 by the laws of this state of similar companies, viz., at least $50,000 in pre- 
 mium notes, on which $10,000 in money has heen paid. State ex rel. Miss. 
 Valley Mut. Ins. Co. v. Moore, Supt., 42 Ohio St. 103. 
 
 But the superintjendent of insurance can not be compelled by mandamus to 
 admit such company into the state, if he has, in good faith, rejected its ap- 
 plication for admission as not otherwise qualified, although on the trial in 
 mandamus, the superintendent may be unable to show the existence of any 
 fact tending to establish the disqualification ; the exercise of his discretion in 
 such cases, in the absence of fraud, being conclusive. Still the court say the 
 foreign company can not be exc'lud(>d by mere arbitrary ruling. Tb. 
 
INSURANCE COMPANIES OTHER THAN LIFE. 209 
 
 the laws of the state where it was organized, shall be accepted in 
 lieu of capital stock. [75 v. 572, § 20; 70 v. 147, § 1.] 
 
 Sec. 3657. The waiver companies must file. Any such company- 
 desiring to transact any business by an agent in this state shall file 
 with the superintendent a written instrument, duly signed and 
 sealed, authoriziug any agent of the company iu this state to ac- 
 knowledge service of process in this state for and in behalf of the 
 company, consenting that service of process, mesne or final, upon any 
 such agent, shall be taken and held to be as valid as if served upon 
 the company according to the laws of this or any other state or 
 country, waiving all claim or right of error by reason of such ac- 
 knowledgment of service, and consenting that suit may be brought 
 against it in the county where the property insured was situate, or 
 where the same was insured, and that service of process made 
 therein by the sheriff of such county, by sending a copy -thereof 
 by mail, addressed to the company at the place of its principal 
 ofiice located iu the state where it was organized, or, if it is a for- 
 eign company, to such company at the place of its principal ofiace 
 in the United States, at least thirty days prior to taking judgment 
 in such suit, shall be as valid as if personally made upon the com- 
 pany according to the laws of this state, or any other state or gov- 
 ernment, and that if suit be brought against it after it ceases to do 
 business in this state as aforesaid, and there be no agent of the com- 
 pany in the county in which suit is brought upon whom service of 
 process can be had, service upon it may be had by the sheriff send- 
 ing a copy thereof, mailed as aforesaid, and within the time afore- 
 said ; but the sheriff's return shall show the time and manner of 
 such service. [75 v. 572, § 20.] 
 
 Sec. 3658. Must also file statement. Every such company, asso- 
 ciation, or partnership shall also file with the superintendent a 
 certified copy of its charter, or deed of settlement, together with a 
 statement, under the oath of its president or vice-president, or 
 other chief oiBcer, , and the secretary of the company, stating the 
 name of the company, the place where it is located, and the 
 amount of its capital, with a detailed statement of the facts and 
 items required from the companies organized under the laws of this 
 state by sections thirty-six hundred and fifty-three and thirty-six hundred 
 and fifty-four; and they shall also file with the superintendent 
 a copy of their last annual report, if any was made, under any 
 14 
 
210 OHIO COEPOEATIONS. 
 
 law of the state by which it was incorporated. [75 v. 572, 
 
 g 20.j 
 
 Sec. 3659. When license sJiall be revoked. If any such company, 
 tis-sociation, or partnership doing business within this state, make an 
 application for a change of venue, or to remove any suit or action 
 to which it is a party, heretofore or hereafter commenced in any 
 court of this state to the United States district or circuit court, or to 
 any federal court, or shall enter into any compact or combination 
 with other insurance companies, or shall require their agents to enter 
 into any compact or combination with other insurance agents or com- 
 panies, for the purpose of governing or controlling the rates charged 
 for fire insurance on any property within this state, the superintend- 
 ent of insurance shall forthwith revoke and recall the license or au- 
 thority to it to do or transact business within this state, and no re- 
 newal of authority shall be granted to it for three years after such 
 revocation ; and it shall thereafter be prohibited from transacting 
 any business in this state until again dul}' licensed and authorized. 
 [82 Ohio L. 231.J 
 
 Sec. 3660. Gmiain companies must make deposit. A company incor- 
 porated by or organized under the laws of a foreign government shall 
 deposit with the superintendent of insurance, for the benefit and se- 
 curity of the policy holders residing in this state, a sum not less than 
 one hundred thousand dollars, in stocks of the United States or the 
 State of Ohio, which shall not be received by the superintendent at a 
 rate above their par value ; the stocks and securities so deposited may 
 be exchanged from time to time for other like securities ; so long as 
 the company so depositing continues solvent, and complies \nth. the 
 laws of this state, it shall be permitted by the superintendent to col- 
 lect the interest or dividends on such deposits ; and for the purpose 
 of this chapter the capital of any foreign company doing fire insurance 
 business in this state shall be deemed to be the aggregate value of its 
 deposits with the insurance or other departments of this state, and of 
 the other states of the United States, for the benefit of policy holders 
 in this state or in the United States, and its assets and investments in 
 the United States, certified according to the provisions of this chapter ; 
 but such assets and investments must be held withiu the United 
 States, and vested in and held by trustees who must be citizens of 
 the United States, appointed by the board of directors of tj)e company, 
 and approved by the insurance commissioner of the state where in- 
 vested, for the benefit of the policy holdei-s and creditors in the 
 
INSURANCE COMPANIES OTHER THAN LIFE. 211 
 
 Uuited States ; and the trustees so chosen may take, hold, and convey 
 real and personal property for the purposes of the trust, subject to the 
 same restrictions as conapanies of this state. [70 v. 147, § 21.] 
 
 Sec. 3661. All foreign companies must make annual statements. 
 Every company, other than a life company, organized by act of 
 congress, or under the laws of any other state or government, shall, 
 annually, at the time, and in tlie form and manner, required of 
 similar companies organized under the laws of this state, file a 
 statement of its condition and affairs in the office of the superin- 
 tendent of insurance ; any company organized under or incorpo- 
 rated by any foreign government shall also furnish a supplementary 
 statement for the year ending on the preceding thirty-first day of 
 December, verified by the oath of the manager of such company 
 residing in the United States, which shall comprise a report of its 
 business and affairs iu the United States, as required from com- 
 panies organized in this state, together with any other information 
 that may be required by the superintendent of insurance ; and if 
 such annual statement be satisfactory evidence to the superin- 
 tendent of insurance of the solvency and ability of such company 
 to meet all its engagements at maturity, and that the deposit is 
 maintained as hereinbefore provided, he shall issue renewal certifi- 
 cates of authority to the agents of the company, certified copies of 
 which shall be filed in the recorder's office of each county wherein 
 an agency is located, during the month of January in each year, 
 or within sixty days thereafter, which certificates shall be the au- 
 thority of such agents to issue new policies in this state for the en- 
 suing year. [69 v. 140, § 22.] 
 
 Sec. 3661a. Fire insurance company to include in advertisement 
 only assets admitted by superintendent of insurance. No insurance 
 company organized under the laws of this state, or admitted to do 
 business in this state, shall, in any public advertisement, card, or 
 circular, include in any statement of assets, any item of value, of a 
 class or character not admitted by the superintendent of insurance 
 of this state in the annual reports of said companies. And every 
 such advertisement, card, or circular, containing a statement of 
 assets shall, in all cases contain also a full statement of all the lia- 
 bilities of said company, including the reinsurance reserve, which 
 in no case shall be less than fifty per cent on the gross premiums 
 received on all unexpired risks. [77 Ohio L. 185.] 
 
212 OHIO CORPORATIONS. 
 
 Sec. 36616. Penalty. Knj violation of this act, after the second 
 notice from the superintendent of insurance of this state, shall 
 render such company liable to a fine of one thousand dollars 
 ($1,000), and / each subsequent violation to a similar fine ; to be re- 
 covered for the benefit of the common school fund of the county, 
 in an action to be instituted by the prosecuting attorney, in 
 the name of the State of Ohio, against said company. [77 Ohio 
 L. 185.] 
 
 Sec. 3662. Companies mud apply dividends to stock notes. Every 
 company heretofore organized under any law of this state, for any 
 of the purposes mentioned in this chapter, which has not called in 
 the whole amount of its subscribed capital stock, whether the un- 
 paid balance of such capital is secured by indorsed notes or other- 
 wise, shall retain from each and every dividend declared to its 
 stockholders, their heirs or assigns, fifty per cent of such dividend, 
 and apply the amount so withheld as a credit upon the balance re- 
 maining unpaid on the shares of such stockholders, until such 
 balance shall be fully paid ; and the dividends, from time to time 
 so credited, with the capital previously paid in, shall be invested 
 by the company in the manner required by section thirty-six hundred 
 and thirty-seven; but if the dividends so credited did not, by the 
 first of January, 1878, equal such balance in full, such company 
 shall hereafter retain the whole amount of any and every dividend 
 declared to its stockholders, their heirs or assigns, and shall credit 
 and invest the same as aforesaid, until the whole subscribed capital, 
 not less in any case than one hundred thousand dollars, shall be 
 paid up and invested ; and any company which violates any of the 
 provisions of this section shall thereby forfeit its charter. [70 v. 
 147. § 23.] 
 
 Sec. 3663. lAen of m/utval companies for premium notes. All 
 buildings insured by any mutual company shall be pledged to such 
 company, together with the right and title of the insured in the 
 lands upon which they are situate, to the amount of the premium 
 note to be insured, and the company shall have a lien thereon to 
 the amount of such note ; but the lien of the company shall not 
 take effect until the company files with the recorder of the county 
 in which the property insured is situate a certificate, stating the 
 date, number, and amount of such premium note, and such a 
 description of the property insured as will enable any person readily 
 
INSURANCE COMPANIES OTHER THAN LIFE. 213 
 
 to identify the same ; the recorder shall record and index the certifi- 
 cate in his book of liens, for which he shall receive the sum of fifty 
 cents ; and all liens heretofore acquired by any such company shall 
 continue in force under this chapter. [69 v. 140, § 24.] 
 
 Sec. 3664. Insured may require fire policy to be canceled. Any 
 fire insurance company doing business under the laws of this state 
 ■which hereafter issues policies of insurance covering any property 
 located in the state, and on such policies receives from the persons 
 insured either cash payments of premium, or notes subject to assess- 
 ment for payment of losses, or notes for the installments of 
 pi'emium, shall be required to insert in every policy so issued au 
 obligation to cancel the policy at any time, upon the written request 
 of the person insured, on conditions as provided in the following 
 five sections. [75 v; 88, § l.J 
 
 Sec. 3665. Sates for cancellaiion of cash policies. When a policy 
 issued on the cash plan is canceled, in accordance with the pro- 
 visions of the preceding section, the companies so issuing may re- 
 tain customary short rates, as now established and charged by com- 
 panies doing a cash business,"for the time the policy has been in 
 force, and return to the insured the unearned premiun on the policy 
 for unexpired time. [75 v. 88, § 2.] 
 
 Sec. 3666. Mates for policies of mutual companies. When policies 
 issued on the mutual plan are canceled, as provided in section thirty- 
 six hundred and sixtyfour, the companies so issuing must surrender 
 to the insured the note or notes received from the insured for 
 premium or payment of losses; such policies shall first be sent to 
 the secretary or agent of the company, and within sixty days after 
 the receipt thereof for cancellation the premium note shall be re- 
 turned ; but the assured must first pay his proportion of all losses 
 which have actually occurred up to the date when the policy was 
 received for cancellation, and the company shall not be liable for 
 any loss under any such policy after it is returned for cancellation. 
 [75 V. 88, § 3.] 
 
 Sec. 3667. Bates when premium is paid in installments. When 
 policies issued on the installment plan are canceled, in accordance 
 with the provisions of section thirty-six hundred and sixty-four, the 
 companies so issuing may c.ollect and receive of the insured 
 customary short rates for the time the policy has been in force, to 
 be computed on the full term of insurance mentioned in the policies 
 
214 OHIO COEPOEATIONS. 
 
 as charged by such companies, and on receipt of such short rates must 
 return all installment notes then unpaid, and refund to the insured 
 any premium collected in excess of such short rates. [75 v. 88, § 4.] 
 
 Sec. 3668. Premium notes not negotiable. When companies doing busi- 
 ness under the laws of this state receive notes in con.5ideration of 
 premiums on their policies, they shall be required to insert on the face 
 of each note the following words, to wit: " It is hereby understood and 
 agreed that this note is not transferable.'' [75 v. 88, g 5.] 
 
 Sec. 3069. Superintendent to enforce certain provisions. "When it comes 
 to the knowledge of the superintendent of insurance, or any officer 
 having charge of the insurance department of this state, that any pro- 
 vision of the five preceding sections has been violated, he shall at once 
 proceed to make a thorough investigation, and, upon receiving suf- 
 ficient ptoof of such violation, shall revoke the certificate of authority 
 of the company guilty of such violation. [75 v. 88, § 6.] 
 
 Sec. 3670. Accident companies authorized. Companies may be organ- 
 ized for the special purpose of insuring persons against accidental per- 
 sonal injury or loss of life sustained while traveling by railroad, steam- 
 boat, or other mode of conveyance, and making all and every insurance 
 connected with the accidental loss of life, or personal injury sustained 
 by accident, of every description whatever, and against expenses and 
 loss of time occasioned by sickness or other disability, and on such 
 terms and conditions, and for such periods of time, and confined to 
 such countries and localities, and to such persons, as shall from time 
 be provided for in the by-laws of the company; and, vyhen any com- 
 pany so organized desires to do business in any other state, by the laws 
 of which, to qualify it therefor, it is required to make a deposit of 
 securities assigned in trust for the benefit of its policy-holders with an 
 oflncer of this state, it shall be, and hereby is made the duty of the 
 state treasurer to receive such deposit, and issue therefor to such com- 
 pany his receipt, giving a pertinent description of such securities and 
 a certificate of the market value of the same; and he shall also issue 
 a like certificate to the superintendent of insurance, who shall place 
 the same on file in his office. Such company shall have the right to 
 exchange said securities for other like securities, in whole or in part, 
 as far as its business may require, and to wholly withdraw the same 
 should it discontinue business in such other state ; but all such changes 
 or withdrawals of securities shall be at once duly certified by the treas- 
 urer to the superintendent of insurance. [82 Ohio L. 210.] 
 
 Sec. 3671. Hoia companies may consolidate. When any joint-stock fire 
 and marine insurance company of this state, heretofore organized, or 
 that may hereafter be organized, determines by a vote of the holders 
 of two-thirds of its stock to consolidate and make jointstock with 
 any other like company or companies engaged in or inco-porated for 
 
INSUEANCE COMPANIES OTHER THAN LIFE. 215 
 
 like business, and each of such companies agrees, by the vote afore- 
 said, to such consolidation, such companies may, by a vote ot the hold- 
 ers of a majority of the stock so consolidated, choose and determine 
 under which corporate organization or articles of association of the 
 consolidating companies, and under what name, their future business 
 shall be conducted; upon filing with the superintendent of insurance 
 a certificate of such consolidation, the companies shall from thence- 
 forth become and be consolidated under the corporate organization or 
 articles of association and corporate name thus chosen; and thereupon 
 all franchises, rights, equities, property, and estate, of whatever name 
 or nature, belonging to or vested in either of the consolidating com- 
 panies, shall immediately, upon and by the act of such consolidation, 
 become the property and estate of arid be vested in such consolidated 
 company, and the corporate existence of the consolidating companies 
 shall cease, and be merged in the consolidation from thenceforth; and 
 such consolidated company shall have the exclusive right and power 
 to demand, sue for, collect, convey, and dispose of the rights, equities, 
 property, and estate aforesaid, or any part thereof, under its own name 
 chosen as aforesaid, and all debts, liabilities, and obligations of the 
 consolidating companies shall be assumed and paid by the consolidated 
 company. [70 v. 19, g 1.] 
 
 Sec. 3672. Distribution of the stock of consohdated company. Upon such 
 consolidation of companies the just and true value of each outstand- 
 ing share of the capital stock of each of the consolidating companies 
 shall, by their respective directors, be ascertained, through a suitable 
 valuation of all the assets and liabilities thereof at the time of the 
 consolidation, and new shares of the consolidated company shall be 
 apportioned to each stockholder, equal to the sum so ascertained to be 
 the just and true value of his shares in each or either of the consoli- 
 dating companies, and the shares thus apportioned shall be substituted 
 for his original shares, and all certificates of shares in the consolidating 
 companies shall be surrendered when the new certificates of the shares 
 so apportioned are issued; but any stockholder in either of the com- 
 panies so consolidating who refuses to agree to such consolidation shall 
 be entitled to receive for the stock by him owned the just market 
 value of the same at the time of such consolidation, to be paid to him 
 previous to such consolidation. [70 v. 19, § 2.] 
 
 Sec. 3673. Election of directors. Immediately upon the consolidation 
 of such companies, the directors of the several companies so consoli- 
 dating shall proceed to elect, from their members, the directors for the 
 consolidated company, who shall serve until their successors are elected 
 and qualified. [70 v. 19, § 3,] 
 
 Sec. 3674. Capital stock limited. The capital stock of such consoli- 
 dated company may be equal to, but shall not, by virtue of such con- 
 
216 OHIO COEPOEATIONS. 
 
 solidation, exceed the aggregate authorized capital of the consolidating 
 companies. [70 v. 19, § 4.] 
 
 Sec. 3675. Cerlificats of consolidation filed with secretary of state. Within 
 thirty days after such consolidation a certificate, setting forth the fact 
 of the consolidation, and the name and organization adopted thereby, 
 shall be filed in the office of the secretary of state. [70 v. 19, § 5.] 
 
 [Sections 3676, 3677, 3678, 3679, 3680, 3681, 3682, repealed.] 
 
 Sec. 3683. Examination of mutual fire companies. The court of com- 
 mon pleas in each county in which the office of any mutual fire in- 
 surance company is situate shall, on the application of any three or 
 more persons interested, appoint one or more suitable persons, resi- 
 dent in such county, to make a thorough and careful examination into 
 the affairs and condition of such company; the persons so appointed 
 shall have power to require the production of all books and papers 
 belonging to such company, or pertaining to its business, and to ex- 
 amine under oath all officers, servants, or agents of the company, or 
 any other person, touching its affairs and condition, which oath may 
 be administered by any person appointed to make the examination, 
 and they shall report thereon to the court, at its next regular term, in 
 which they shall set forth in full the condition of the company, and 
 transmit a copy of such report to the superintendent of insurance 
 forthwith; and such examiners shall each receive two dollars per day 
 for the time actually employed in making the examination and report, 
 to be paid out of the treasury of the company examined; but such 
 examination shall not be had oftener than once in six months. [56 v. 
 37, g 1.] S. & C. 353. 
 
 Sec. 3684. Persons refusing to appear and testify are in contempt. If any 
 such officer, servant, agent,, or other person, fail or refuse to appear be- 
 fore such examiners, or refuse to testify, or to produce before them any 
 book or papers in his possession, and required to be produced, such 
 failure or refusal shall be deemed a contempt, and shall forthwith be 
 reported to such court, which shall punish the person in contempt in 
 the same manner and to the same extent as though such contempt 
 had been committed against the court. [56 v. 37, § 2 ] S. &. C. 353. 
 
 Sec. 3685. Certain bonds may he approved ly probate judiie. Any in- 
 surance company which, by the terms of its charter, is required to 
 have its official bonds approved by a judge of the court of common 
 pleas, may, at its option, have the same approved by the probate judge 
 of the county in which the office of the company is located. [54 v. 
 17, § l.J S. & C. 363. 
 
 Sec. 3686. Mutual protection associations. Any number of persons of 
 lawful age, residents of this state, not less than ten in number, may 
 associate themselves together for the purpose of insuring each other 
 against loss by fire and lightning, cyclones, tornadoes, or vfind-storms ; 
 
INSUKANCE COMPANIES OTHER THAN LIFE. 217 
 
 aad auy number of persons, not lesti tliuu five, may associate in like 
 manner to insure themselves against loss from deatli of domestic 
 animals, and may make, assess, and collect upon and from each 
 other, such sums of money, from time to time, as may be necessary 
 to pay losses which occur by fire and lightning, cyclones, tornadoes, 
 or wind-storms, or death of domestic animals, to any member of 
 such association, and the assessment and collection of such sums of 
 money shall be regulated by the constitution and by-laws of the as- 
 sociation. [82 Ohio L. 71.] 
 
 Sec. 3687. Certificate of organization. Such persons shall make 
 and subscribe a certificate setting forth therein : 
 
 First — The name by which the association shall be known. 
 
 Second — The place which shall be regarded as its center or busi- 
 ness office. 
 
 r/iirrf — The object of the association, which shall only be to 
 enable its members to insure each other against loss by fire and 
 lightning, cyclones, tornadoes, or wind-storms, or death of domestic 
 animals, and other casualties, and to enforce any contract which 
 may be by them entered into, by which those entering therein shall 
 agree to be assessed specifically for incidental purposes and for the 
 payment of losses which occur to its members. [82 Ohio L. 71. j 
 
 Sec. 3688. When certificate to be filed. The certificate shall be 
 filed in the oflace of the secretary of state, and a copy thereof, duly 
 certified by the secretary of state, shall be evidence of the existence 
 and due incorporation of the association for the purposes therein 
 named. [74 v. 66, § 3.] 
 
 Sec. 3689. Election of officers — Powers. When such certificate 
 is so filed, and a copy thereof, so certified, forwarded to the associa- 
 tion, the persons named therein shall, elect theh directors, and a 
 president, secretary, and treasurer, and such other officers as may be 
 necessary for the complete performance of all the business and ob- 
 jects of the association herein provided, to serve for one year ; and 
 such officers shall thereafter be chosen in such manner, and at such 
 time as shall be fixed upon in the constitution; but directors shall/ 
 not be chosen for a longer period than three years ; and such asso- 
 ciation so organized shall be known and held to be a body corporate 
 for all the purposes aforesaid, and may sue and be sued, and plead 
 and be impleaded, in all courts of law and equity, but in no instance 
 
218 OHIO COEPOEATIONS. 
 
 shall the power to insure against losses by fire or tornadoes be exer- 
 cised to other than members of the association. [83 Ohio L. 106.] 
 
 -Sec. 3690. Certain irmiranoe companies must adopt constitution and 
 bij-laws — Official statement to be Tnade to superintendent of insurance. 
 Every such association shall adopt such constitution and by-laws, not 
 inconsistent with the constitution and laws of this state or of the 
 United States, as wUl, in the judgment of its members, best sub- 
 serve the interests and purposes of the association ; and all persona 
 who sigu such constitution shall be considered and held to be mem- 
 bers of the association, and shall be held in law to comply with all 
 the provisions and requirements of the association ; and the presi- 
 dent or vice-president and secretary of every such association shall 
 annuallj', on the first day of January, or within thirty days there- 
 after, prepare under oath and deposit in the office of the superin- 
 tendent of insurance a statement of the condition of such association 
 on the thirty-first day of December then next preceding, exhibiting 
 such facts as are enumerated in section thirty-six hundred and fifty- 
 four, and applicable to such associations, and such other information 
 necessary to reveal the financial condition of such associations as the 
 superintendent may require, in printed form to be by him supplied 
 to such association for that purpose, and every such association which 
 fails to make and deposit such statement, or to reply to am- mquiry 
 of the superintendent, shall be subject to a penalty of five hundred 
 dollars, and an additional five hundred dollars for every month that 
 it continues thereafter to transact any business of insurance. [80 
 Ohio L. 197.] 
 
 Sec. 3691. Cellar and foundation not considered part of structure 
 in settling loss. The cellar and foundation walls shall not be included 
 or considered a part of the buUding or structure in settling losses, 
 any thing in the application or policy to the contrary notwithstand- 
 ing. 
 
 ? B686-90. Members can not be assessed for losses occurrins before mem- 
 bership begins or after it ceases, nor can the Habihty of a member be lim- 
 ited to a certain sum paid in advance. The State v. Monitor Fire Associa- 
 tion, 42 Ohio St. 555. 
 
 Such companies can not be organized for profit, nor can their funds be 
 applied to the purchase of the assets of another like corporation. lb. 579. 
 
AGRICULTURAL CORPORATIONS. 
 
 219 
 
 AGRICULTURAL 
 
 Section 
 
 3692. Annual meeting of state board 
 
 of agriculture. 
 
 3693. Annual report of board to gen- 
 
 eral assembly. 
 8694. The board may pay its ordi- 
 nary expenses. 
 
 3695. How state agricultural fund at 
 
 disposal of boanl. 
 
 3696. Board entitled to stationery. 
 
 3697. Organization of district or 
 
 county societies. 
 
 3698. For what premiums must be 
 
 offered. 
 
 3699. Must publish a list of awards, 
 
 etc. 
 
 3700. County societies erected into 
 
 corporations. 
 
 3701. Conveyances to such societies 
 
 declared valid. 
 
 3702. County commissioners may as- 
 
 sist in the purchase of sites. 
 
 CORPORATIONS. 
 
 Section 
 
 3703. County commissioners may 
 
 purchase fair grounds. 
 
 3704. The tax must bo submitted to 
 
 the elector;!. 
 
 3705. When the real estate vests in 
 
 county. 
 
 3706. Societies may sell, and pur- 
 
 chase other sites. 
 
 3707. How conveyances to be exe- 
 
 cuted. 
 
 3708. Society can not incumber its 
 
 grounds. 
 
 3709. Incorporation of township so- 
 
 cieties. 
 
 3710. Justices of the peace may ap- 
 
 point special constables. 
 
 3711. Powers of such constables. 
 
 3712. Duties of certain officers to 
 
 suppress sale of liquor at 
 fairs. 
 
 3713. How articles seized to be dis- 
 
 posed of. 
 
 Ohio State Board of Agrindture. 
 Sec. 3692. Annual meeting of state board of agriculture. There 
 shall be held in the city of Columbus, on the first Wednesday after 
 the second Monday in January, an annual meetiug of the Ohio 
 state board of agriculture, together with the president of each 
 county agricultural society, or their delegate therefrom, duly au- 
 thorized, who sliall, for the time being, be ex-officio members of the 
 state board of agriculture, for the purpose of deliberation and con- 
 sultation as to the wants, prospects, and condition of the agricul- 
 tural condition throughout the state ; and, at such meeting, the 
 several reports from the county societies shall be delivered to the 
 president of the state board of agriculture, and the president and 
 delegates shall at this meeting elect five members to the state board 
 of agriculture, whose term of office shall be two years, and until 
 their successors are elected. [79 Ohio L. 70.] 
 
220 OHIO COEPOEATIONS. 
 
 Sec. 3693. Annual r^ort of board lo general assembly. The board may 
 elect such officers as may by it be deemed necessary. It shall hold an 
 annual exhibition of the agricultural and general productive industries 
 of the state; shall make an annual report to the general assembly, 
 embracing its proceedings for the past year, and an abstract of the 
 proceedings of the several county agricultural societies, as well as a 
 general view of the condition of agriculture throughout the state, ac- 
 companied by such recommendations as it may deem interesting and 
 useful. [79 Ohio L. 70.] 
 
 Sec. 3694. Slate board of agriculture ; power and duty of. The board may 
 hold in fee-simple such real estate as it may have heretofore purchased, 
 or may hereafter purchase, as sites whereon to hold its annual fairs, 
 and all such lands held by the board for said purpose shall be exempt 
 from taxation, but when any such real estate as may have, heretofore 
 been purchased or may hereafter be purchased, shall cease to be used 
 by the board as sites whereon to hold such annual fairs, then such real 
 estate, with the improvements thereon, belonging to the board, shall 
 revert to the State of Ohio, and no portion of any such real estate shall 
 be disposed of except by act of the legislature. The board shall have 
 the power to audit and pay its ordinary expenses, including the neces- 
 sary personal expenses of the members in their attendance on the 
 meetings of the board, out of any funds in its possession or out of the 
 state agricultural fund, and shall, in its annual report, make a com- 
 plete .'showing of its financial transactions; and the attorney-general 
 shall act as the legal adviser of the board, the same as for other state 
 departments. [82 Ohio L. 248.] 
 
 Sec. 3C95. Mow state agricultural fund at disposal of board. The state 
 agricultural fund shall be at the disposal of the board for the improve- 
 ment of the agricultural interests of the state; and when escheated 
 property is legally reclaimed by any heir, it shall be held subject to 
 the payment, to the purchaser of the state, of so much of the original 
 purchase money as it received, and legal interest to the time of such 
 reclamation. [4.5 v. 43, § 6.] S. & G. 65. 
 
 Sec 3696. Board entitled to stationery. The secretary of state is au- 
 thorized to furnish the board with such stationery as may be requisite 
 to the proper discharge of its duties, together with such blank books 
 as may be necessary to keep the records of the transactions of the 
 board, not exceeding two hundred dollars in value. [61 v. 83, § 1.] 
 S. &, S. 5. 
 
 District and County Agricultural Societies. 
 
 Bec. 3697. Organization of district or county agricultural societies. 
 When thirty or more persons, residents of any county, or district 
 embracing two counties, organize themselves into a society for the 
 
AGRICULTURAL CORPORATIONS. 221 
 
 improvement of agriculture withiu such county or district, and 
 adopt a constitution and by-laws, agreeably to the rules and regu- 
 lations to be furnished by the state board of agriculture, and ap- 
 point the usual and proper officers, and the society pays to its treas- 
 urer, by voluntary subscription, or by fees imposed upon its mem- 
 bers, any sum of money in each year not less than fifty dollars, and 
 the president of the society certifies to the respective county audi- 
 tors the amount thus paid, attested by the oath of the treasurer be- 
 fore a magistrate, the county auditors embraced within the district 
 in which such society is organized, shall draw an order on the 
 treasurer of the respective counties, in favor of the president and 
 treasurer of the society, for a sum equal to the amount thus raised, 
 not exceeding one cent to each inhabitant of the county, upon the 
 basis of the last previous national census, but not exceeding in any 
 county the sum of four hundred dollars, and the treasurer of the 
 county shall pay the same. [80 Ohio L. 142.] 
 
 Sec. 3698. For wlwi premiums may he offered by agricultural so- 
 cieties. The several county or district societies which may be 
 formed under the provisions of the preceding section shall, annu- 
 ally, ofier and award premiums for the improvement of soils, till- 
 age, crops, manures, implements, stock, articles of domestic in- 
 dustry, and such other articles, productions and improvements as 
 they deem proper, and may perform all such acts as they deem 
 best calculated to promote the agricultural and household manu- 
 facturing interests of the district and of the state, and shall regu- 
 late the amount of premiums, and the different grades of the same, 
 so that it shall be competent for small as well as large farmers to 
 have an opportunity to compete therefor, and, in making their 
 awards, special reference shall be had to the profits which accrue, 
 or are likely to accrue from the improved mode of raising the crop, or 
 of improving the soil, or stock, or of the fabrication of the articles 
 thus offered, so that the premium shall be given for the most 
 economical mode of improvement; and all persons offering to com- 
 pete for premiums on improved modes of tillage, or the production 
 of any crops or other articles, shall be required, before such pre- 
 mium is adjudged, to deliver to the awarding committee a full and 
 correct statement of the process of such mode of tillage or pro- 
 duction, and the expense and value of the same, with a view of 
 showing accurately tlie profits derived or expected to be derived 
 
222 OHIO CORPOEATIONS. 
 
 therefrom : provided, that during any year, when the state board 
 of agriculture shall hold its fair upon the grounds of any county or 
 district agricultural society, such society shall be excused, if its 
 board of directors so decide, from complying with the provisions 
 of this section, and shall incur no forfeiture of its rights as such 
 agricultural society by reason of not holding such fair. [77 Ohio 
 L. 143.] 
 
 Sec. 3699. Must publish a list of awards, etc. County and district 
 societies shall publish, annually, a list of awards, and an abstract 
 of the treasurer's account, in a newspaper of the district, and make 
 a report of their proceedings during the year, and a synopsis of the 
 awards for improvements in agriculture and household manufactures, 
 together with an abstract of the several descriptions of these im- 
 provements, and also make a report of the condition of agriculture 
 in their county or district, which report shall be made in accord- 
 ance with the rules and regulations of the state board of agricul- 
 ture, and shall be forwarded to the state board at its annual meet-' 
 ing in January in each year; and no subsequent payment shall be 
 made from the county treasury unless a certificate be presented to 
 the auditor, from the president of the state board, showing that 
 such reports have been made. [58 v. 22, § l.J S. & S. 4. 
 
 Sec. 8700. County societies erected into corporations. All county 
 societies which have been or may hereafter be organized are declared 
 bodies corporate and politic, and as such shall be capable of suing 
 and being sued, and of holding in fee simple such real estate as 
 they ha:ve heretofore purchased or may hereafter purchase as sites 
 whereon to hold their fairs. [51 v. 333, § 1.] S. & C. 66. 
 
 Sec. 3701. Conveyances to such societies declared valid. All deeds, 
 conveyances, and agreements in writing, made to and by such county 
 societies, for the purchase of real estate as sites whereon to hold 
 their fairs, shall be good and valid in law and equity, and shall vest 
 a title in fee simple in such societies to the real estate, without 
 words of inheritance. [51 v. 333, § 2.] S. & C. 67. 
 
 Sec. 3702. County commissioners may assist in the purchase of sites. 
 When a county society has purchased, or leased for a terra of not 
 less than twenty years, real estate as a site whereon to hold fairs, 
 the county commissioners may, if they think it for the interests of 
 the county and society, pay out of the county treasury the same 
 amount of money for the purchase or lease and improvement of such 
 
AGRICULTURAL CORPORATIONS. 223 
 
 site as is paid by such agricultural society or individuals for suck 
 purpose; and such commissioners may levy a tax upon all the tax- 
 able property of the county siifBcient to meet the provisions of this 
 "section. [68 v. 50, § 3. J 
 
 • Sec. 3i03. County commissioners may purchase fair grounds. If 
 a county society and the county comniissioair.s decide that the in- 
 terests of the society and county demand an appr(>5)i-iation from the 
 county treasury for the purchase and improvement of county fair 
 grounds greater than that authorized by the preceding section, or 
 without any action of or purchase by the society, the commissioners 
 may levy a tax upon all the taxable property of the county, the 
 amount of whicli shall be fixed by the commissioners, but shall in 
 no event exceed one- half of one mill on the dollar of the taxable 
 property of the county, in addition to the amount authorized in the 
 last section to be paid for such purpose. [68 v. 50, § 3. J 
 
 Sec. 3704. The tax must be submitted to the electors. No such ad- 
 ditional tax shall be levied until the question as to the amount to 
 be levied has been submitted by the commissioners to the qualified 
 electors of the county at some general election, and a notice of 
 which, specifying the amount to be levied, has been given at least 
 thirty days previous to such election, in one or more newspapers 
 published and of general circulation in the county; those voting at 
 such election in favor of such tax shall have written or printed on 
 their ballots "Agricultural tax, Yes," and those voting against the 
 same "Agricultural tax. No," and if a majority of the votes cast be 
 in favor of paying such tax, the same may be levied and collected 
 as other taxes ; and when such tax is collected by the county treas- 
 urer, the auditor shall issue his order for the amount so collected to 
 the treasurer of the county agricultural society, on his filing with 
 the auditor an undertaking, in double the amount so collected, with 
 good and sufficient sureities to be approved by the auditor, condi- 
 tioned for the faithful paying over and accounting to such society 
 for such funds. [68 v. 50, § 3.] 
 
 Sec. 3705. When the real estate vests in the county. When a so- 
 ciety is dissolved, or ceases to exist, in any county where payments 
 have been made for real estate, or improvements upon such real 
 estate, for the use of such society, all such real estate and improve- 
 ments shall vest in fee-simple to the county by which such payments 
 were made. [51 v. 338, § 4.] S. & G. 67. 
 
 § 3705. Ill I'ranklin county only, such lands shall be held for park pur- 
 purpose,-. 83 Ohio L. 192. 
 
224 OHIO COKPOEATIONS. 
 
 Sec. 3706. Societies may sell, and purchase other sites. When a county- 
 society desires to sell its site for holding county fairs, for the purpose 
 of purchasing another site, it may sell the same in such manner and 
 on such terms as it may deem proper, and the money arising from the 
 sale shall be paid by the purchaser to the county treasurer, who shall 
 pay it out only upon the certificate of the president and secretary of 
 the society that the same is to be used in the purchase or improvement 
 of another site, which site the certificate shall show to have been pur- 
 chased; and in cases where the county has paid any portion of the 
 purchase money for the site proposed to be sold, the written consent 
 of the county commissioners shall first be given to such sale, and the 
 ,money shall not be paid out of the treasury without their consent. 
 [56 V. 76, § 1.] S. & C. 69, 
 
 Sec. 3707. How conveyances to be executed. Conveyances of ground sold 
 under the preceding section, which are owned exclusively by any so- 
 ciety, may be executed by the president of the society as such president; 
 and grounds owned partly by the society and partly by the county may 
 be conveyed by deed executed by the president of the society, as such 
 president, and by the county commissioners. [56 v. 76, § 2.] S. &C. 69. 
 
 Sec. 3708. Society can not incumber its grounds. When the commis- 
 sioners of any county have paid, or hereafter pay, any money out of 
 the county treasury for the purchase of real estate as a site for any 
 agricultural society whereon to hold its fairs, such society shall not in- 
 cumber such real estate with any debt, by mortgage or otherwise, with- 
 out the consent of the commissioners. [72 v. 42, § 1.] 
 
 Sec. 3709. Incorporation of township societies. When any number of 
 natural persons of any township form a society for the promotion of 
 agriculture in such township, and under their hands and seals make a 
 certificate, and acknowledge the same before a justice of the peace, in 
 which shall be specified the name of the society, the objects of its forma- 
 tion, and the township in which it shall be located, and file the same 
 in the office of the secretary of state, such society shall be deemed a 
 body corporate, with succession, and with power to sue and be sued, 
 defend and be defended, and contract and be contracted with, may 
 make and use a common seal, and the same alter at pleasure, and may 
 purchase, and hold in fee-simple, or rent or lease, such real estate as 
 may be required as a site for holding fairs, not exceeding forty acres, and 
 establish all necessary rules and regulations for ihe management of such 
 fairs and the legitiniate business of the society. [74 v. 30, § 1.] 
 
 Sec. 3709a. Societies for detection of horse thieves, etc. When any num- 
 ber of natural persons of any township form a society for the detection 
 and arrest of horse thieves and other criminals, and for the mutual 
 protection of the property of its members, such society may become a 
 body corporate in the manner prescribed in section thirty-seven hun- 
 
AGEICTILTUEAl, COEPOEATIONS. 225 
 
 dred and nine of the revised statutes, to which this is supplementary, 
 with the right of succession, and the right to make and use a common 
 seal, and with power to sue and be sued, to contract and be contracted 
 with, to levy and collect, by suit if necessary, such assessments, not 
 exceeding three dollars annually, from each member, as may be re- 
 quired to carry out the objects of the society, and to make for such so" 
 ciety needful rules and regulations not in conflict with the laws of this 
 state. [82 Ohio L. 63.] 
 
 Sec. 37 1 0. Justices of the peace may appoint special constables. A justice 
 of the peace may, on the application of a state, county, township or an 
 independent agricultural society, or industrial association, appoint a 
 suitable number of special constables to assist in keeping the peace 
 during the time when such society is holding its annual fair, and shall 
 make an entry in his docket of the number and names of all such per- 
 sons so appointed. [53 v. 141, § 1.] S. & C. 67. 
 
 Sec. 3711. Powers of such constables. Constables so appointed shall 
 have all the power of constables to suppress riots, disturbances, and 
 breaches of the peace; they may, upon view, arrest any person guilty 
 of a violation of any of the laws of the state, and may pursue and ar- 
 rest any person fleeing from justice in any part of the state; and they 
 may apprehend any person in the act of committing an offense, and 
 upon reasonable information, supported by affidavit, procure process 
 for the arrest of any person charged with a breach of the peace, and 
 forthwith bring such person before the competent authority, and en- 
 force all the laws for the preservation of good order. [53 v. 141, § 2.] 
 S. & C. 58. 
 
 Sec. o71i2. Duties of certain officers to suppress sale of liquar at fairs. A 
 judgK oi any court, sheriff, coroner, justice of the peace of the proper 
 county, a, constable of the proper townsnip, or the constables specially 
 appointed, shall, upon view or information, without warrant, apprehend 
 any person selling intoxicating liquors in violation of law at or within 
 two miles of the place where an agricultural fair is being held, and 
 seize the booth, tent, wagon, carriage, stand, vessel, or boat at or from 
 which such liquors are being sold, and convey the same to a place of 
 safe keeping, and take the person so offending before some officer hav- 
 ing competent jurisdiction, together with an inventory of the things 
 so seized, and the officer before whom such offender is brought shall 
 proceed forthwith to inquire into the truth of the accusation, and pro- 
 ceed as provided by law. [53 v. 141, § 4.] S. & C 68. 
 
 Sec. 3713. How articles seized to be disposed of. The articles so seized 
 
 shall be bound for the payment of all fines and costs assessed against 
 
 the accused in the proceeding, including the necessary expenses of 
 
 seizing and detaining the same, and shall remain in the possession 
 
 15 
 
226 OHIO COEPOEATIONS. 
 
 of the of&cer who makes the seizure until the determination of the 
 prosecution, and may be sold on process issued therein against the 
 accused. [53 v. 141, §§ 5, 6.] S. & C. 68. 
 
 SOCIETIES TO PREVENT CRUELTY TO ANIMALS. 
 Section. Section. 
 
 3714. Ohio state society. 3721. Interpretationof certain words. 
 
 3715. Other societies authorized. 3722. Officers may require policemen 
 
 3716. How incorporated. to act. 
 
 3717. May elect officers, and make 3723. A person guiliy is liable in 
 
 regulations. damages. 
 
 3718. May appoint agents to enforce 3724. Conviction of agent no bar to 
 
 the law. action against principal. 
 
 3719. Magistrates may authorize cer- 3725. Any person may care for ani- 
 
 tain inspections. mals unlawfully impounded. 
 
 8720. Police powers of officers and 
 agents. 
 
 Sec. 3714. Ohio state society. The Ohio state society for the 
 prevention of cruelty to animals, heretofore incorporated, shall be 
 and remain a body corporate, with all the powers, privileges, im- 
 munities, and duties, throughout this state, hereinafter specified, as 
 to county associations, and may appoint any person, in any county 
 in this state where there is no such active association, to represent 
 the state society, and to receive and account for all funds coming to 
 the society, from fines or otherwise. [72 v. 129, § 21. J 
 
 Sec. 3715. Otiier societies authorized. Societies for the prevention 
 of acts of cruelty to animals may be organized in any county, by the 
 association of not less than seven persons, and the members thereof 
 shall, at a meeting called for the purpose, elect not less than three 
 of their members directors, who shall continue in office until their 
 successors are duly chosen. [72 v. 129, § 12.] 
 
 Sec. 3716. How incorporated. The secretary or clerk of the 
 meeting shall make a true record of the proceedings thereat, which 
 he shall certify, and forward to the secretary of state, who shall re- 
 cord the same ; the record shall contain the name by which such 
 association shall have' determined to be known, and from and after 
 the filing of the same the directors and associates, and their suc- 
 cessors, shall be invested' with the powers, privileges, and immuni- 
 ties incident to incorporated companies ; and a copy of the record, 
 duly certified by the secretary of state, shall be deemed and taken, 
 
SOCIETIES TO PREVENT CRUELTY TO ANIMALS. 227 
 
 in all courts and places in this state, as evidence that such associa- 
 tion is a duly organized and incorporated body. [72 v. 129, § 13.] 
 
 Sec. 3717. May elect officers, and malce regulations. Such associa- 
 tions may elect such officers, and make such rules, regulations, and 
 by-laws, as may be deemed necessary or expedient by their members 
 for their own government, and the proper management of their af- 
 fairs. [72 V. 129, § 15. J 
 
 Sec. 3718. 3{ay appoint agents to enforce law. Such associations 
 may appoint agents fur the purpose of prosecuting any person guilty 
 of any act of cruelty to persons or animals within this state, who 
 shall have power to arrest any person found violating any of, the 
 provisions of this chapter, or any other law, for the purpose of pro- 
 tecting persons or animals, or preventing any act of cruelty thereto ; 
 and, upon making such arrest, such agent shall convey the person 
 so arrested before some court or magistrate having jurisdiction of 
 the ofTeuse, witlnd the municipal corporation or county wherein the 
 offense was committed, and there forthwith make complaint, on oath 
 or affirmation, of the offense; but all appointments by such associa- 
 tions under this section must have the approval of the mayor of the 
 city or village in which the association exists, and if it exists out 
 side of any city or village, the appointments must be approved 
 by the probate judge of the county; and the mayor or probate 
 judge shall keep a record of all such appointments. [81 Ohio L. 
 181.1 
 
 Sec. 3718a. Who shall have jurisdiction— Proviso. Any justice 
 of the peace, police judge or mayor of any city or village shall have 
 jurisdiction to hear any prosecution under the laws for the preven- 
 tion of cruelty to animals or under section sixty-nine hundred and 
 eighty-four of the revised statutes or section sixty-nine hundred and 
 eighty-four (a) thereof as herein enacted. 
 
 If such prosecution be before a j ustice of the peace, and if trial 
 by jury be not waived, the said justice shall proceed to impanel a 
 jury of twelve men by writing in a panel the names of twenty-four 
 persons, citizens of the township, from which the accused party shall 
 have the right to strike twelve names ; and the remaining twelve 
 shall constitute the jury to try such cause ; if the accused party 
 shall neglect or refuse to strike, it shall be the duty of the justice to 
 strike for such party. 
 
 If from any cause the panel shall not be full, the constable shall, 
 
228 OHIO CORPORATIONS. 
 
 under the direction of the justice, fill the panel from the bystand- 
 ers, or, on motion of either party, the said justice shall select the 
 persons to fill the panel, and shall issue a special venire therefor re- 
 turnable forthwith : provided that the defendant in any such prose- 
 cution instituted before a justice of the peace, may, upon demand, 
 in writing, filed with the justice before the waiver at the impanel- 
 ing of tlie jury, elect to be tried before any police judge, or mayor 
 having jurisdiction of the oflfeuse. Upon such demand being filed, 
 the justice of the peace shall transmit the papers in the case, to- 
 gether with a certified transcript of the proceedings before him and 
 the costs, to the police judge or mayor to whom such change may 
 be granted, who shall proceed therein and have the same juris- 
 diction, powers, and duties, in all respects as if such prosecution 
 had been instituted before him. The costs before such justice of 
 the peace shall be taxed and collected with the costs before such 
 police judge, or mayor. [81 Ohio L. 181.] 
 
 Sec. 3719. Magistrates may authorize certain inspections. When 
 complaint is made, on oath or afiirmation, to a magistrate or court 
 authorized to issue warrants in criminal cases, that the complainant 
 believes that any of the provisions of law relating to or affecting 
 animals are being or are about to be violated in any particular 
 building or place, such magistrate or court shall issue and deliver 
 immediately a warrant directed to any sheriflT, constable, police offi- 
 cer, or agent of such association, authorizing him to enter and 
 search such building or place, and to arrest any person there present 
 violating or attempting to violate, any such law, and to bring such 
 person before some court or magistrate of competent jurisdiction 
 within the city, village, or county within which such offense has 
 been committed, to be dealt with according to law ; and sucii at- 
 tempt shall be held to be a violation of such law, and shall subject 
 the person charged therewith, if found guilty, to the penalties pro- 
 vided therein. [72 v. 129, § 17.] 
 
 Sec. 3719a. Examination — Penalty. When a sheriff", constable, 
 marshal, police officer, or any agent for any duly incorporated society 
 for the prevention of cruelty to animals has reason to believe that any 
 person within his jurisdiction is about to violate the provisions of 
 section sixty-nine hundred and fifty-two of the revised statutes, he 
 shall forthwith arrest such person, and take him before a magistrate 
 named in section seventy-one hundred and six ; upon the proper affi- 
 
SOCIETIES TO PREVENT CRUELTY TO ANIMALS. 229 
 
 davit being filed, such officer shall hear the witneh'ses [)roduced, on 
 oath, and if he find the complaint true, order the accused to enter 
 into a recognizance, with sufficient sureties, in a sum not less than 
 one hundred nor more than five hundred dollars that he will not 
 violate the provisions of said section sixty-nine hundred and fifty-two 
 within one year thereafter, within this state, and in default of such 
 recognizance the officer shall commit the accused to jail, there to 
 remain until such order is complied with, or he is otherwise dis- 
 charged by due course of law, or until he shall make and subscribe 
 an oath, in the presence of two witnesses, that he will not violate 
 the provisions of said section six thousand nine hundred and fifty-two 
 of the revised statutes of Ohio, nor aid or abet in so doing, within 
 said year. Upon conviction of such person for a subsequent viola- 
 tion of the provisions of said section within said year, he shall be 
 fined not less than twenty-five dollars (§25), nor more than five 
 hundred dollars ($500), or imprisoned not less than thirty days nor 
 more than ninety days, or both, in the discretion of the court. [81 
 Ohio L. 181.J 
 
 Sec. 3720. Police powers of officers and agents. An officer, 
 agent, or member of any such association may interfere to prevent 
 the perpetration of any act of cruelty to animals in his presence, 
 and may use such force as may be necessary to prevent the same, 
 and to that end may summon to his aid any bystanders. [72 v. 
 129, § 18.] 
 
 Sec. 3721 . Interpretation of certain words. In this chapter, and 
 in every law of the state relating to or in any manner affecting an- 
 imals, the word "animal" shall be held to include every living 
 dumb creature; the words "torture, " torment," and "cruelty," 
 shall be held to include every act, omission, or neglect whereby 
 unnecessary or unjustifiable pain or suffering is caused, permitted, 
 or allowed to continue, when there is a reasonable remedy or relief; 
 and the words "owner" and "person" shall be held to include 
 corporations ; and the knowledge and acts of agents and employes 
 of corporations, in regard to animals transported, owned, employed 
 by, or in the custody of a corporation, shall be held to be the act 
 of such corporation, [72 v. 129, § 19.] 
 
 Sec. 3722. ilember may require police officer to act. A member 
 of any such association may require the sheriff" of any county, the 
 constable of any township, the marshal or policeman of any city or 
 
230 OHIO COEPOEATIONS. 
 
 village, or the agent of any such association, to arrest any person 
 found violating the laws in relation to cruelty to persons or animals, 
 and to take possession of any animal cruelly treated, in their 
 respective counties, cities, or villages, and deliver the same to the 
 proper ofRcers of such associations ; and for such service, and for 
 all services rendered in carrying out the provisions of this chapter, 
 such ofBcers, and the officers and agents of the association, shall 
 be allowed and paid such fees as they are allowed for like services 
 in other cases, which shall be charged at costs, and reimbursed to 
 the association by the person convicted. [81 Ohio L. 181. j 
 
 Sec. 3723. A person guilty is liable in damages. A person 
 guilty of cruelty to an animal, the property of another, shall be 
 liable to the owner thereof in damages, in addition to the penalties 
 prescribed by law. [72 v. 129, § 11. J 
 
 Sec. 3724. Gomnotion of agent no bar to action against principal. 
 The conviction of an agent or employe shall not bar an action for 
 cruelty to animals against an employer for allowing a state of facts 
 to exist which will induce cruelty to animals on the part of such 
 agent or employer. [72 v. 129, § 9:] 
 
 Sec. 3725. Any person may protect an animal from neglect. When- 
 ever it may be necessary, in order to protect any animal from 
 neglect, any person may take possession of the same ; and when- 
 ever an animal is impounded, yarded, or confined, and continues 
 without necessary food, water, or proper attention for more than 
 fifteen successive hours, any person may, from time to time, and as 
 often as it may be necessary, enter into and upon any place in 
 which such animal is so impounded, yarded, or confined, and sup- 
 ply it with necessary food or water, and attention, so long as it 
 there remains, or may, if necessary or convenient, remove such 
 animal, and shall not be liable to any action for such entry; in all 
 cases the owner or custodian of such animal, if known, shall be 
 immediately notified of such action by the person taking possession 
 of such animal ; if the owner or custodian be unknown and can 
 not be ascertained with reasonable effurt, such animal shall be held 
 to be an estray, and shall be dealt with as such ; the necessary 
 expense for food and attention given to any animal under the 
 provisions of this section may be collected of the owner of such 
 animal, and the animal shall not be exempt from levy and sale 
 
COLLEGES, AND LNSTITUTIONS OF LEAENING. 
 
 231 
 
 upon execution issued upon a judgment therefor. [81 Ohio L. 
 181.J 
 
 Sec. 3725a. Any sheriff, constable, marshal, policeman, or 
 agent of any society for the prevention of cruelty to animals, may 
 kill, or cause to be killed any animal found neglected, or abandoned 
 and which, in the opinion of three reputable citizens, is injured or 
 diseased, past recovery, or by age has become useless. [81 Ohio 
 L. 181.] 
 
 COLLEGES 
 Section 
 
 3726. Certain corporations may ap- 
 
 point a faculty and confer de- 
 grees. 
 
 3727. May hold donated property in 
 
 trust. 
 
 3728. Who constitute the faculty ; its 
 
 powers. 
 
 3729. May teach mechanics and agri- 
 
 culture. 
 
 3730. May change stock into scholar- 
 
 ships. 
 
 3731. Location may be changed, and 
 
 how. 
 
 3732. When and how college endow- 
 
 ment fund diverted. 
 
 3733. How vacancies in hoards filled 
 
 in certain cases. 
 
 3734. Certain corporations may in- 
 
 crease their property. 
 
 3735. Statement to be made and 
 
 filed. 
 
 3736. How certain hoards may be 
 
 constituted and governed. 
 
 3737. Trustees to be divided into 
 
 classes. 
 
 3738. Term of office of trustees ; how 
 
 vacancies filled. 
 
 3739. When the board is to be en- 
 
 larged . 
 
 3740. When the number ia a class is 
 
 to be reduced. 
 
 AND INSTITUTIONS OP LEARNING. 
 Sectjon 
 
 3741. A conference may become a 
 patron by consent of other 
 bodies. 
 
 3742. Patronizing bodies may ap- 
 point visitors. 
 
 3743. When the right of representa- 
 tion on the board shall cease. 
 
 3744. What action the board must 
 first take. 
 
 374-5. Quorum — how constituted. 
 
 3746. Certain corporations may have 
 benefit of subsequent pro- 
 visions. 
 
 3747. Alumni may elect trustees and 
 appoint visitors. 
 
 3748. Conduct of the election. 
 
 3749. Returns of the election, and 
 certificates. 
 
 3750. Endowment fund corporations. 
 
 3751. How certain bonds may be con- 
 stituted and governed. 
 
 3752. Glasses and election of trustees. 
 
 3753. Assessments may be made 
 against stockholders. 
 
 3754. Meeting of the stockholders, 
 and notice thereof. 
 
 3755. Meeting may fix amount of 
 assessment. 
 
 3756. How much may he assessed, 
 and collection thereof. 
 
 3757. The board of military acad- 
 emies — how constituted, etc. 
 
232 OHIO COEPOEATIONS. 
 
 3758. Board of visitors — liow consti- 3765. Penalty for opening grave 
 
 tuted. without authority, 
 
 3759. Duties of Ijoard of visitors. 3766. Penalty for concealing corpse 
 
 3760. How the term of office of unlawfully procured. 
 
 trustees and directors may be 3767. Certain corporations may pre- 
 fixed, scribe rules, etc., in their 
 
 3761. Certain corporations may articles. 
 
 change location. 3768. May add to the objects of the 
 
 3762. Sale and distribution of the corporation. 
 
 property of certain corpora- 3769. Accounts of receipts and dis- 
 tions. bursements. 
 
 3763. When medical teachers may 3770. Trustees ineligible to other 
 
 receive bodies. office. 
 
 3764. Penalty for having iinlawlul 3771. Attorney-general may, by ac- 
 
 possession of corp-e. tion, enforce duties of officers. 
 
 Sec. 3726. Certain corporations may appoint a faculty and confer 
 degrees. The trustees of a college, university, or other institution 
 of learning, incorporated for the purpose of promoting education, 
 religion, morality, or the fine arts, which has acquired real or per- 
 sonal property of the value of five thousand dollars, and which has 
 filed in the office of the secretary of state a schedxile of the kind 
 and value of such property, verified by the oaths of the trustees, 
 may appoint a president, professors, and tutors, and any other 
 necessary agents and officers, and fix the compensation of each, and 
 may enact such by-laws, not inconsistent with the laws of this state 
 or of the United States, for the government of the institution, and 
 for conducting the affiiirs of the corporation, as they may deem 
 necessary ; and may, on the recommendation of the faculty, confer 
 all such degrees and honors as are conferred by colleges and univer- 
 sities of the United States, and such others having reference to the 
 course of study', and the accomplishments of the student, as they 
 may deem proper. [50 v. 128, § 1 ; 51 v. 403, §§ 2, 3.] S. & C. 
 266, 270. 
 
 Sec. 3727. May hold donated 'property in trust. Any university, 
 college, or academy, or the trustees thereof, may hold in trust any 
 property devised, bequeathed, or donated to such institution, upon 
 any specific trust consistent with the objects of the corporation. 
 [50 V. 128, § 5.] S. & C. 267. 
 
 Sec. 3728. Who constitute the faculty ; its powers. The president 
 and professors shall constitute the faculty of any incorporated lit- 
 erary college or university, and may enforce the rules and regula- 
 tions enacted by its trustees for the government and discipline 
 
COLi^EGES, AND INSTITUTIONS OF LEARNING. 233 
 
 of the students, and suspend and expel offenders, as may be deemed 
 necessary. [50 v. 128, § 6.] S. & C. 267. 
 
 Sec. 3729. May teach mechanics and agriculture. Any incor- 
 porated university, college, or academy may connect therewitli, to 
 be used as a part of its course of education, any mechanical shops 
 and machinery, or lands for agricultural purposes not exceeding 
 tliree hundred acres, to which may be attached all necessary build- 
 ings for carrying on the mechanical or agricultural operations of 
 such institution. [50 v. 128, § 8.J S. & C. 267. 
 
 Sec. 3730. Maxj change stock into scholarships. Any company 
 formed in pursuance of this title, or which now exists by virtue 
 of any special act of incorporation, the property of which is held as 
 stock, and not derived by donation, gift, devise, or gratuitous sub- 
 scription, may change its capital stock into scholarships, when it 
 becomes necessary for the purpose of carrying out the object for 
 which it was formed, in the manner provided in section thirty-two 
 hundred and sixty-two. [50 v. 128, §§ 9, 10.] S. & C. 268. 
 
 Sec. 3731. Location may he changed, and how. A college, uni- 
 versity, or other institution of learning, now existing by virtue of 
 any act of incorporation, or that may hereafter become incorporated 
 for any of the purposes specified in this chapter, may, if three- 
 fourths of the trustees or directors thereof deem the same proper, 
 or if the institution is owned in shares, or by stock subscribed or 
 taken, by a vote of the holders of three-fourths of the stock or 
 shares, change the location of such institution, convey its real es- 
 tate, and transfer the effects thereof, and invest the same at the 
 place to which such institution may be removed; but no removal 
 shall be ordered, and no vote taken thereon, until after publication 
 in the manner provided in the last section, in which notice shall be 
 fully set forth the place to which it is proposed to remove such in- 
 stitution; and, in case of removal, a copy of the proceedings of 
 such meeting shall be filed with the secretary of state. [52 v. 77, 
 § 12.] S. & C. 268. 
 
 Sec. 3732. When and how college endowment fund diverted. The 
 trustees of a corporation incorporated for the purpose of creating, 
 holding, and managing a college endowment fund, the articles of 
 incorporation of which provide that the fund may be applied to any 
 object not inconsistent with the purposes of education different 
 from that particulai-ly specified therein, may apply to the court of 
 
234 OHIO CORPORATIONS. 
 
 common pleas in- the county where the corporation is located for per- 
 mission to make such change, designating particularly the purposes to 
 which it is proposed to apply the fund ; and the court, on being satis- 
 fied that such change is not inconsistent with the object of the original 
 creation and institution of the fund, shall authorize and sanction the 
 change. [51 v. 393, § 2.] S. & C. 269. 
 
 Sec. 3733. Hoio vacancies in hoard filled in certain cases. Whenever 
 there occurs "■ vacancy, in whole or in part, in the board of trustees 
 of an incorporated college, seminary or academy, by reason of an 
 amendment of the charter in such corporation, or from any other 
 cause, and there is no provision of law for filling such vacancy, the 
 governor shall, within three months after receiving information 
 thereof, appoint the required number of trustees, one-third thereof to 
 serve for one year, one-third to serve for two years, and one-third for 
 three years. [7.5 v. 25, § 2.] 
 
 Seo. 3734. Certain corporations may increase their property. A college, 
 university, academy, seminary, or other institution devoted to the pro- 
 motion of education, now existing by virtue of any special act of in- 
 corporation, or organized under the provisions of any law, whose prop- 
 erty is derived and held by donation, gift, purchase, devise or gratuitous 
 subscription, and the amount of which, or the income arising there- 
 from, is limited by such special act, or by the articles of association 
 adopted by such institution, may receive, acquire, possess, and hold, an 
 amount of property, real, personal, or mixed, over and above the 
 amount so limited, the income of which, together with that of the 
 amount so limited, shall not exceed twenty-five thousand- dollars an- 
 nually, and may, by its trustees, sell, dispose of, and convey the same; 
 but such property shall not be diverted from the express will of the 
 donor, devisor, or subscriber. [53 v. 170, § l.J S. & C. 368. 
 
 Sec. 3735. Statement to he made and filed. Before any such institution 
 shall be authorized to acquire and hold such additional property, the 
 trustees thereof, at a regular meeting of their board, or at a special 
 meeting called for that purpose, shall make and sign a statement, 
 specifying the amount of such additional property which they seek to 
 hold, and shall set forth therein the purposes to which it is to be de- 
 voted, which statement shall be entered at large upon the record book 
 of the trustees, and be filed in the oSice of the secretary of state. [53 
 v. 170, § 2.] S. & C. 368. 
 
 § 3732. The creation of a fund to pay debt of educational institution is' 
 not a consideration for a written promise to contribute thereto, where nothing 
 has been done iu reliance on such promise and acceptance of the promise, 
 agreeing to use the money exclusively to pay the debt, does not give rise to 
 a case of mutual promises which would enable the corporation to collect the 
 note. Johnson ii. Olterbpin Univ., 41 Ohio St. 527. 
 
COLLEGES, AND INSTITUTIONS OF LEAKSING. 235 
 
 Sec. 3736. How certain boards may be constituted and governed. 
 The board of trustees of any university or college Iieretofore incor- 
 porated, and now under the patronage of four or more conferences 
 or other religious bodies of any religious denomination, may accept 
 the provisions of this and the nine succeeding sections, by resolu- 
 tions adopted at any regular meeting of the board, and entered upon 
 the record of its proceedings ; and after such acceptance the board 
 shall in all respects be organized, constituted, regulated, and per- 
 petuated pursuant to and under said provisions; but no right ac- 
 quired by any such board, or any such university or college, under 
 its charter, or any law of this state, shall, in any way, bq affected 
 by said provisions. [65 v. 188, § l.J 8. & S. 106. 
 
 Sec. 3737. Trustees to be divided into classes. At a meeting of 
 such board held after a vacancy occurs therein it shall fill such va- 
 cancy, or if more than one vacancy has occurred, then one of them, 
 by appointing the president of the university or college a trustee, 
 and the president of such university or college shall, ex-ofRcio, be a 
 trustee perpetually thereafter; the board shall also, at such meet- 
 ing, divide its number, excluding the said president, and including 
 all vacancies except the one he is so appointed to fill, into classes, 
 corresponding in number to the number of conferences or other re- 
 ligious bodies at the time patronizing such university or college, 
 such classes to have in each an equal number of trustees, as near as 
 may be ; and the board shall assign one of such classes to each of 
 the conferences or other religious bodies, and thereafter each may 
 fill any and all vacancies in the class so assigned to it. [65 v. 188, 
 § 2.] S. & S. 106. 
 
 Sec. 3738. Term of office of trustees; how vacancies filled. AVhen 
 the classes of trustees are formed, as ,provided in the preceding 
 section, the terra of office of one of the trustees iu each of the 
 classes, to be selected by lot in open session of the board of trustees, 
 shall expire each year, and the persons thereafter elected as trustees 
 shall act as such for a term of years equal iu number to the 
 number of trustees in any class, except as hereinafter provided ; 
 but the term of office of a trustee shall not expire during any 
 meeting of the board which does not continue for more than 
 two weeks; and vacancies which occur in any class of trustees 
 otherwise than by the expiration of term of office shall be filled 
 
23G OHIO COEPOEATIONS. 
 
 only for the remainder of the term. [65 v. 188, § 3 ; 70 v. 157, 
 § 1.] S. & S. 107. 
 
 Sec. 3739. When the board is to be enlarged. If the number of 
 the conferences or other religious bodies patronizing any such uni- 
 versity or college, the board of trustees of which has been divided 
 into classes as hereinbefore provided, be increased to not exceeding 
 six, the board of trustees shall be enlarged to the extent of one ad- 
 ditional class of trustees for each of such additional conferences or 
 other religious bodies, such additional classes to have in each a 
 number of trustees equal to the number in any one of the former 
 classes ; and each of such additional conferences or other religious 
 bodies may elect, as members of the board, the number in its class, 
 one for one year, one for two years, and one for three years, and so 
 on to the extent of the number, and each of such additional con- 
 ferences or other religious bodies may fill any vacancy in its class. 
 [65 V. 188, § 4.j 8. & S. 107. 
 
 Sec. 3740. When the number in a class is to be reduced. If the 
 number of such patronizing conferences or other religious bodies at 
 any time exceed six, the representation of each shall be reduced by 
 lot, in open session of the board of trustees, to a class of three 
 trustees, if they exceed that number, who shall thereafter be elected 
 tc serve as trustees for the term of six years, and in that case the 
 term of office of one trustee in each class shall expire every second 
 year. [65 v. 188, § 5.] S. & 8.. 107. 
 
 Sec. 3741. A conference may become a patron by consent of oilier 
 bodies. Any conference or other religious body, not patronizing any 
 particular university or college, may become such patronizing con- 
 ference or religious body, by and with the consent of the confer- 
 ences or other religious bodies at the time patronizing such uni- 
 versity or college. [65 v. 188, § 6.] S. & S. 107. 
 
 Sec. 3742. Patronizing bodies may appoint visitors. Each confer- 
 ence or other religious body patronizing any particular university 
 or college may, annually, appoint two visitors, and the board of 
 trustees of a college or university may provide, at the time of its 
 organization, by resolution adopted and entered on its records, foi 
 the appointment of two visitors by each conference or other religious 
 body patronizing such college or university ; and such visitors shall 
 attend the meetings of the board of trustees of such university or 
 college, and, with the trustees, constitute a joint board for the ap- 
 
COLLEGES, AND INSTITUTIONS OP LEAENING. 237 
 
 polntraent and removal of all officer?, professors, and instructors of 
 the university or college. [73 v. 163, § 7.] 
 
 Sec. 3743. When the right of rejiresentation shall cease. If a con- 
 ference or other religious body patronizing any university or col- 
 lege, and having a representation in its board of trustees, cease to 
 exist, or cease to patronize such university or college, the right of 
 such conference or other religious body to such representation shall 
 cease, and its board of trustees shall be thereby and to that extent 
 reduced in numbers. [65 v. 188, § 8 ; 73 v. 163.] S. & S. 107. 
 
 Sec. 3744. What action the hoard mud first take. Before a confer- 
 ence or other religious body not represented in the board of trustees 
 of any university or college sliall be entitled to be represented therein, 
 and before any conference or other religious body represented there- 
 in shall be deprived of such representation as provided in the pre- 
 ceding section, the board shall declare, and cause to be entered in 
 the record of its proceedings, that the conditions and contingencies 
 hereinbefore provided for in that behalf have taken place. [65 v. 
 188, § 9.] S. & S. 107. 
 
 Sec. 3745. Qvprum — how constituted. Eleven trustees shall con- 
 stitute a quorum of the board of any such university or college, 
 whatever the number of tru.i^tees constituting the board is or may 
 become, if the number is more than twenty ; and if the number is 
 twenty or less, a majority thereof shall constitute a quorum. [65 
 V. 188, § 10.] S. & S. 108. 
 
 Sec. 3746. Certain corporations nvxy have benefit of subsequent pro- 
 visions. The board of trustees of any university or college which 
 has accepted or hereafter accepts the provisions of the ten preceding 
 sections, may accept the provisions of the three succeeding sec- 
 tions by resolution adopted at any regular meeting of the board, 
 and entered upon the record of its proceedings, and thereafter the 
 board, and the university or college, shall be subject to [the] pro- 
 visions thereof. [69 v. 71,,§ l.J 
 
 Sec. 3747. Alutnni may elect trustees and appoint visitors. After 
 such acceptance by the board of any university or college, the alumni 
 thereof may elect, as members of the board of trustees of such 
 university or college, a class of trustees equal in number to the 
 class of trustees elected by any conference or other religious body 
 represented in such board of trustees, and for like terms, as pro- 
 vided in sections thirty-seven hundred and thirty-seuen to thirty-seven 
 
238 OHIO CORPOEATIONS. 
 
 hundred and forty, inclusive, and may likewise perpetuate such ciass 
 of trustees; and they may annually appoint two visitors, who shall 
 have powers and duties the same as visitors appointed hy any con- 
 ference or other religious body aforesaid ; but the board shall be 
 the judge of the validity of the elections, and returns thereof of 
 the trustees and visitors elected under the provisions of this sec- 
 tion ; no alumnus shall be an elector of trustees and visitors until 
 the third regular election therefor after receiving at least one of the 
 degrees in course from such university or college ; and every other 
 person who has regularly attended the university or college as a 
 student not less than two years, and has at any time received from 
 its board the degree of master of arts, shall for the purpose of being 
 an elector of trustees and visitors, be deemed and taken as an 
 alumnus. [81 Ohio L. 174.] 
 
 Sec. 3748. Gonduet of election. The election' of trustees and 
 visitors by the alumni shall be by ballot, and held each year, be- 
 ginning the year after such acceptance, on the secular day next be- 
 fore the day of commencement of the university or college, at such 
 place in a building on its grounds as may be ^designated by the 
 president thereof, by notice posted the day before the election in 
 at least two public places on such grounds, and the polls shall 
 be open from ten o'clock A. m. to six o'clock p. m. ; the election 
 shall be conducted by three judges and two clerks, who shall be 
 electors, to be chosen by the electors present at the place of voting 
 at the time for opening the polls, and poll-books shall be kept by 
 the clerks in the usual form ; and each ballot shall contain the 
 name of the person or persons voted for, the office which each is 
 designated to fill, whether trustee or visitor, and, where several 
 trustees are to be elected, the term for which each is voted for shall 
 be designated on the ballot. [69 v. 71, § 3.] 
 
 Sec. 3749. Beturns of the election, and certifieates. After the 
 polls are closed the result shall be ascertained and certified to by 
 the judges and clerks, and the person or persons, not exceeding 
 the number to be elected as trustees, having received the highest 
 number of votes for trustee or trustees, shall be declared elected 
 as trustee or trustees as designated on the ballot, and the two per- 
 sons who receive the highest number of votes for visitors shall be 
 declared elected, but their terms of office shall not begin until after 
 the final adjournment of the regular meeting of the trustees for 
 
COLLEGES, AND INSTITUTIONS OF LEAKNINQ. 239 
 
 that year ; if any two or more persons receive an equal number of 
 votes for the same office of trustee or visitor, one of them, as may 
 be determined by lot by the judges, in the presence of all the 
 electors who may wish to be present, shall be the trustee or visitor, 
 and shall be so declared ; and duplicate certificates of election shall 
 be signed by the judges and clerks, and delivered by them, one to 
 each of the persons elected, and the other, with the poll-books duly 
 certified by the judges and clerks, to the secretary of the board of 
 trustees of the university or college, the next day after the election, 
 which certificate he shall enter of record in the book containing the 
 proceedings of the board of trustees. [69 v. 71, § 3.] 
 
 Sec. 3750. Endowment fund corporations. The trustees of a cor- 
 poration incorporated for the purpose of creating a fund, the income 
 of which is to be applied to the promotion of education, may receive 
 subscriptions for membership in the corporation, and they, or a 
 majority of them, by giving ten days' notice, by publication in the 
 county where the corporation is located, may call a meeting of mem- 
 bers to adopt by-laws, and elect not more than nine directors ; each 
 member shall have a vote for every amount by him subscribed equal 
 to that in the articles of incorporation specified as necessary for 
 membership, which may be cast in person or by proxy, but at no sub- 
 sequent meeting may a member vote for or be eligible as a director 
 who is in arrears to the corporation ; and the trustees shall control 
 the funds and disburse the income of the corporation as may be pro- 
 vided by its by-laws. [69 v. 173, §§ 1, 2, 3, 4, 5.] 
 
 Sec. 3751. Sow certain board may be constituted and governed. 
 The board of trustees of any university, college, or other institution 
 of learning, incorporated, and acting under the patronage of one 
 annual conference or other religious body of auy religious denomina- 
 tion, may accept the provisions of this and the succeeding sectioij, 
 by resolution adopted at any meeting of the board, and entered 
 upon the record or journal of its^proceedings; and after such accept- 
 ance the board shall be organized, constituted, regulated, and per- 
 petuated as therein provided ; but no right acquired by any such 
 board, university, or other institution of learning, under its charter, 
 or any law of this state, shall in any way be impaired or affected 
 thereby. [69 v. 180, § 1.] 
 
 Sec. 3752. Classes and election of trustees. After such acceptance 
 the board shall certify the same to the patronizing conference, or 
 
240 OHIO COEPOEATIOXS. 
 
 other religious body having the right to elect or appoint trustees of 
 such university or other institution of learning, at the next meeting 
 of such conference or other religious body, and thereafter the board 
 shall consist of fifteen trustees-, and be divided into three classes of 
 five members each ; at the first election or appointment after such 
 acceptance one of such classes shall be elected or appointed for one 
 year, one for two years, and one for three years, and in all subse- 
 quent elections or appointments each of the classes of trustees shall 
 be elected or appointed for three years ; but no term of office of any 
 such trustee shall expire during any meeting of the board which 
 does not continue more than two weeks ; eight members of the board 
 shall constitute a quorum ; and all vacancies which occur in any 
 class of trustees, otherwise than by expiration of the term of office, 
 shall be filled only for the remainder of the term. [69 v. 180, §§ 
 2,3; 70 V. 157, § l.J 
 
 Sec. 3753. Assessmertts may be made against stockholders. The 
 proportion that each stockholder of any college, academy, university, 
 seminary, or other institution for the promotion of education, shall 
 be required to pay to meet the debts and liabilities of the corpora- 
 tion, may be determined and collected in the manner provided by 
 the three succeeding sections. [58 v. 20, § l.J S. & 8. 108. 
 
 Sec. 3754. Meeting of the stockholders arid notice thereof. The 
 trustees of any such corporation desiring to avail themselves of such 
 provisions shall calla meeting of the stockholders for the purpose 
 of determining what amount of the indebtedness of the corporation 
 shall be paid by each stockholder; and they shall give thirty days' 
 notice to the stockholders, in writing, or by publication in some 
 newspaper of general circulation in the county where the corpora- 
 tion is located, of the time, place, and' purpose of the meeting, at 
 vhich the trustees shall submit a detailed statement showing the 
 assets and indebtedness of the corporation. [58 v. 20, §§ 2, 3.] S. 
 & S. 108. 
 
 Sec. 3755. Meeting may fix amount of assessment. A majority in 
 interest of the stockholders present at such meeting may determine 
 what amount of the indebtedness of the corporation shall be paid 
 by each stockholder, and fix the time or times, and the mode, for 
 the payment of the amount of money assessed against each stock- 
 holder; but these provisions shall not interfere with or abridge the 
 right of any creditor of the corporation to institute any proceedings 
 
COLLEGES, AND INSTITtTTIONS OF LEARNING. 241 
 
 authorized by law to enforce the liability of stockholders. [58 v. 
 20, § 4.] S. & S. 108. 
 
 Sec. 3756. How much may be assessed, and eolleetion thereof. The 
 assessment shall be pro rata upon the stock subscribed or otherwise 
 acquired by each stockholder, and in no case shall exceed the 
 amount for which each stockholder is or may be liable by law ; and 
 a stockholder who fails to pay, as required by the assessment, the 
 amount so assessed against him, shall be liable in a civil action, to 
 be brought in the name of the corporation, for the recovery thereof, 
 as in other cases of indebtedness. [58 v. 20, §§ 5, 6.] S. & S. 
 108, 109. 
 
 Sec. 3757. The board of military academies — how condituted, etc. 
 •The academic board of an institution incorporated for military and 
 polytechnical education shall consist of the superintendent of the 
 institution, the commandant of cadets, and the professors, and may 
 make and enforce rules and regulations for the government of 
 cadets; but such rules and regulations must be first submitted to 
 and approved by the governor of the state. [64 v. 239, §§ 1, 2.] 
 S. & S. 109. 
 
 Sec. 3758. Board of vidtors — how constituted. The board .of vis- 
 itors of such institution shall consist of the governor, who shall be 
 ex officio a member and the president of the board, of two other 
 persons to be named by the governor, and such other persons as the 
 superintendent of the institution may appoint. [64 v. 239, § 3.] 
 S. & S. 110. 
 
 Sec. 3759. Duties of board of visitors. The board of visitors shall 
 meet annually at the institution, on the first day of the annual com- 
 mencement exercises, and examine into the condition of the classes, 
 quarters, and commons, and the discipline, drill, records of standing 
 in study, and conduct of the cadets, and shall report on the same 
 to the legislature at its next annual session ; but the board of vis- 
 itors, or any member thereof, may visit and inspect the institution 
 at any time. [64 v. 239, § 4. J S. & S. 110. 
 
 Sec. 3760. How the. term of office of trustees and vidtors may be 
 fixed. At a regular meeting for the election of directors or trustees 
 of any college or other institution of learning, the authorized voters 
 may determine, by vote, whether the election of directors or trustees 
 shall be held annually, if the term of their election is for a longer 
 period than one year, and also what proportion of the entire board 
 16 
 
242 OHIO COEPOEATIONS. 
 
 shall be elected annually ; at the first election held under the pro- 
 visions of this section the voters shall designate upon their ballots 
 who shall serve for one year, who for two years, and who for three 
 years; and vacancies caused by expiration of term of office shall be 
 filled by election annually thereafter. [70 v. 125, § 1.] 
 
 Sec. 3761. Certain corporations may change location. The trustees 
 of colleges and other institutions of learning not endowed by volun- 
 tary contributions, which have been established under special acts 
 of incorporation, and which by the provisions of such acts are 
 located at particular places, may change the location thereof to such 
 other places as they may deem proper, and erect and maintain acad- 
 emies and other schools auxiliary thereto. [70 v. 248, § 1.] 
 
 Sec. 3762. Sale and distribution of the property of certain corpora-, 
 ticms. The trustees of any university, college, or other institution 
 of learning, incorporated by the authority of this state under special 
 charter, owned in shares or stock subscribed or taken, may dispose 
 of its property at public sale, upon such terms as to payment as 
 the stockholders thereof, by a vote of three-fourths of the shares 
 of stock in the institution, may direct, and give public notice of the 
 same, by publication for six consecutive weeks in some newspaper 
 published in the county where the institution is located, if one is 
 published therein, and if not, then in some newspaper published in 
 this state, and of general circulation in such county, which notice 
 shall contain a full statement of the terms, time, and place of sale, 
 and the action of the trustees as aforesaid ; and the trustees may 
 close up the corporate existence of such institution, and make an 
 equitable division and distribution of the proceeds of the sale 
 among all the holders of shares or stock, after the payment of the 
 just debts of the corporation. [67 v. 24, § l.j 
 
 Sec. 3763. Under what restrictions medical colleges and, teachers 
 way receive bodies for dissection — Penalty for having unauthorized body 
 in possession. All superintendents of city hospitals, directors or su- 
 perintendents of city and county infirmaries, directors or superintend- 
 ents of work-houses, directors or superintendents of asjdums for the 
 insane, or other charitable institutions founded and supported in 
 whole or in part at public expense, the directors or the warden of the 
 penitentiary, township trustees, sheriffs, or coroners, in possession of 
 bodies not claimed or identified, or which must be buried at the ex- 
 pense of the county or township, shall, before or after burial by 
 
COLLEGES, AND INSTITUTIONS OF LEARNING. 243 
 
 such, said superintendent, director, or other officer, on the written 
 application of the professor of anatomy in any college which, by its 
 charter, is empowered to teach anatomy, the president of any 
 county medical society, deliver to such said professor or president, for 
 the purpose of medical or surgical study or dissection, the body of 
 any person who has died in either of said institutions from any dis- 
 ease, not infections, if such body has not been requested for inter- 
 ment by any person at his own expense ; if the body of any de- 
 ceased person so delivered be subsequently claimed, in writing, by 
 any relative or other person for private interment, at his own ex- 
 pense, it shall be given up to such claimant; after such bodies shall 
 have been subjected to such medical or surgical examination or dis- 
 section, the remains thereof shall be interred in some suitable place 
 at the expense of the party or parties in whose keeping said corpse 
 has been placed. In all cases it shall be the duty of the officer 
 having such body under his control to notify, or cause to be notified 
 in writing, the relatives or friends of such deceased person ; and 
 any superintendent, coroner, or infirmary director, sheriff, or town- 
 ship trustee, failing or refusing to deliver such bodies when applied 
 for, as herein provided, or who shall cliarge, receive, or accept 
 money or other valuable consideration for the same, shall be fined 
 in any sum not exceeding one hundred dollars, and not less than 
 twenty-five dollars, or be imprisoned in the county jail not exceed- 
 ing six months ; provided, however, that in no case shall the body 
 of any such deceased person be delivered until twenty-four hours 
 after death. The bodies of strangers or travelers who die in any 
 of the institutions herein named shall not be delivered for the pur- 
 pose of dissection, except such stranger or traveler belong to that 
 class commonly known as tramps ; and all bodies delivered as 
 herein provided shall be used for medical, surgical, and anatomical 
 study, only, and within this state; and the possession of the body 
 of any deceased person, for the above purpose, and not authorized 
 by this section, and the detention of the body of any deceased 
 person, claimed by relatives or friends for interment at their 
 expense, shall also be unlawful, and the person so detaining said 
 body unlawfully shall be fined in any sum not exceeding one 
 hundred dollars, nor less than twenty-five dollars, or be impris- 
 oned in the county jail not exceeding six months. [78 Ohio 
 L. 33.] 
 
244 OHIO COKPOEATIONS. 
 
 Sec. 3764. PeiiaUy for haviiig unUmfid possession of corpse. Any 
 person, association, or company, having unlawful possession of the 
 body of any deceased person, shall be jointly and severally liable 
 •with any and all other persons, associations, and companies that had 
 or have had unlawful possession of such corpse, in any sum not less 
 than five hundred dollars and not more than five thousand dollars, 
 to be recovered at the suit of the personal representative of the de- 
 ceased, in any court of competent jurisdiction, for the benefit of the 
 next of kin of deceased. 
 
 Secs. 3765 and 3766 repealed. 
 
 Sec. 3767. Certain corporations may prescribe rules, etc., in their 
 articles. An association incorporated for the purpose of receiving 
 gifts, devises, or trust funds to erect, establish or maintain an acad- 
 emy in any department of fine arts, or a gallery for the exhibition 
 of paintings, or sculpture or works of art, or a museum of natural 
 or other curiosities, or specimens of art or nature promotive of knowl- 
 edge, or a law or other library, or courses of lectures upon science, art, 
 philosophy, natural history, or law, and to open the same to the pubUc 
 on reasonable terms, or an industrial training school, or a mechanics' 
 institute for advancing the best interests of mechanics, manufacturers 
 and artisans, by the more general diffusion of useful knowledge in 
 those classes of the community, may in its articles of incorporation 
 prescribe the tenure of office of the trustees or directors, the mode 
 of appointing or electing successors, the administration and manage- 
 ment of the property, and trust and other funds of the corporation, 
 and such other organic rules as may be deemed expedient or accept- 
 able to donor,:, which shall be and remain the permanent organic 
 law of the corporation. [83 v. 41. J 
 
 Sec. 3768. May add to the objects of the corporation — Acceptance of 
 statutory provisions. Such corporations may by certificate, duly ac- 
 knowledged by the trustees or directors, and filed in the office of the 
 secretary of state, add to the original objects and purposes of the 
 corporation any of the several objects and purposes mentioned in the 
 preceding section which were not provided for by the ai'ticles of in- 
 corporation, and any such corporation heretofore incorporated under 
 the laws of the state may by certificate, reciting tlie organic rules 
 adopted by such corporation as its permanent organic law, and duly 
 acknowledged by the trustees or directors, and lodged in the office 
 of the secretary of state, accept the provisions of the preceding sec- 
 tion. [83 V. 41.] 
 
COLLEGES, AND INSTITUTIONS OF LEARNING. 245 
 
 Sec. 3769. Accounti of receipts and disburseinents. The officers of 
 the corporation charged or intrusted with the receipts and disburse- 
 ments of its funds or property shall make and keep like accurate and 
 detailed accounts of such funds, and the receipts and disbursements 
 thereof, as are required to be kept by the fund commissioners of the 
 state ; the trustees shall, on or before the third Monday in January 
 of each year, file with the clerk of the court of common pleas of the 
 county in which the corporation is located an abstract of their account, 
 which abstract shall correspond in date, amount, person to whom paid, 
 and from whom received, and on what account, with the voucher 
 taken or given on account of such receipts and disbursements ; they 
 shall at the same time, annually, file in such clerk's office a report of 
 the names of the donors, the kind, amount, or value of gifts of each, 
 and a brief statement of the conditions and purposes of the gifts ; 
 and the filing of such abstract and report, and the-supplying of any 
 omission in either, may be enforced by order and attachment of the 
 court of common pleas of the proper county, against the trustees, 
 on motion of any respectable citizen. [75 v. 135, § 4.] 
 
 Sec. 3770. Trustees ineligible to oilier office. No trustee shall be 
 eligible to any office or agency of the corporation to which any salary or 
 emolument is attached, nor shall the trustees be allowed any salary, 
 emoluments, or perquisites, except the right of free ingress to the 
 grounds, rooms, and buildings of the corporation. [75 v. 135, § 5.] 
 
 Sec. 3771. Attorney-general may, by action, enforce duties hf officers. 
 On application to the attorney-general of five citizens of the proper 
 county, in writing, verified by the oath or afiirmation of one of them, 
 setting forth specific charges against any of the fiscal or other agents 
 or trustees of such corporation, involving a breach of trust or duty, 
 he shall give notice thereof to the trustees or agents complained of, 
 and inquire into the truth of such charges, and for this purpose he 
 may receive affidavits, or enforce, by process from the court of com- 
 mon pleas of Franklin county, the production of papers, and the at- 
 tendance of witnesses before him ; and if, on testimony or other evi- 
 dence, he believes the charges, or any of them, to be true, he shall pro- 
 ceed, by action in that court, in the name of the state, against the 
 delinquent trustee or trustees, fiscal agent or agents, and, on the 
 hearing, the court may direct the performance of any duty, or the 
 removal of all or any of the agents or trustees, and decree such other 
 and further relief as may be equitable. [75 v. 135, § 6.] 
 
246 
 
 OHIO COEPOEATIONS. 
 
 RELIGIOUS AND 
 Section 
 
 3772. "When language of church 
 
 service may be changed. 
 
 3773. When and how religious cor- 
 
 poration may sell cemetery 
 grounds. 
 
 3774. When trustees may apply to 
 
 court for order to sell property. 
 
 3775. Notice by puljlication, and 
 
 judgment. 
 
 3776. When trustees may convey 
 
 church sites to corporations. 
 
 3777. Consolidation of religious cor- 
 
 porations. 
 
 3778. Record of certain proceedings 
 
 to be certified, etc. 
 
 3779. Articles of incorporation, and 
 
 flhng of same. 
 
 3780. Property passes to new corpo- 
 
 ration. 
 
 3781. Transfer of property after 
 
 union of corporations. 
 
 3782. Notice of sipplication therefor. 
 
 3783. Associations for holding dona- 
 
 tions and bequests. 
 
 3784. Endowment fund corporations. 
 
 OTHER SOCIETIES. 
 Section 
 
 3785. Powers of trustees of such cor- 
 
 porations. 
 
 3786. Further power of such tru.s- 
 
 tees. 
 
 3787. When and how property of 
 
 extinct corporations may be 
 sold. 
 
 3788. Who to be parties to proceed- 
 
 ings for sale. 
 
 3789. How printing and publishing 
 
 houses incorporated. 
 
 3790. Expired corporations may have 
 
 benefit of last section. 
 8791. Fiscal trustees of women's be- 
 nevolent associations. 
 
 3792. Powers and duties of fiscal 
 
 trustees. 
 
 3793. Other associations may accept 
 
 these provisions. 
 
 3794. When and how religious so- 
 
 cieties may sell real estate. 
 
 3795. Notice of the pendency of the 
 
 petition. 
 
 3796. Sale to be confirmed by court. 
 
 Sec. 3772. When language of church service may he changed. Aaj 
 religious society incorporated under a general or special law of this 
 state, and which act of incorporation prescribes that the public re- 
 ligious services of such society shall be conducted in any other than 
 the English language, may [at] any time, by a vote of a majority 
 of its adult members, in good and regular standing, who speak such 
 prescribed language, decide whether its public religious services may, 
 at any time, be conducted in any other than such prescribed lan- 
 guage. [65 V. 163, § l.J S. & S. 162. 
 
 Sec. 3773. When and how may sell cemetery grounds. "When a 
 religious corporation or society holds any land within the limits of 
 any city or village, which has been used as a cemetery, and inter- 
 ments in which have been prohibited by the ordinances of such 
 municipal corporation, the trustees, wardens, vestry, or other officers 
 
EJEMGIOUS AND OTHER SOCIETIES. 247 
 
 intrusted with the management of the property of such corporation 
 or society, may apply to the judge of the court of common pleas 
 of the county where such cemetery is situate for an order to sell 
 the same; and if it be made to appear to such judge that such 
 cemetery is as above described, he may order the same to be sold, 
 and direct the application of the money arising therefrom to such 
 uses of such corporation or society, for pious or educational purposes, 
 as the trustees, wardens, vestrj'-, or other officers conceive to be most 
 for the interest of the corporation or society to which the cemetery 
 so sold belonged; but such sale shall not be made until the rights 
 of persons owning burial privileges in the property are relinquished, 
 and the bodies interred therein are removed to other cemeteries. 
 [64 V. 103, § l.J S. & S. 164. 
 
 Sec. 3774. When trustees may apply to court for order to sell prop- 
 erty. When the title of any real estate is vested in trustees for the 
 use of churches, or congregations of churches, and, owing to the 
 peculiar situation of such real estate, or the nature of the trust or 
 conditions upon which it is held, it has not been for twenty years 
 claimed by or appropriated to the use of churches or congregations, 
 as originally contemplated, and such trustees are in doubt as to 
 what disposition to make of such unappropriated church property, 
 and when any public church-site and meeting-house has been aban- 
 doned by the public as a place of worship, and the trustees invested 
 with the title of such property have sold the same, and are in doubt 
 as to what disposition to make of the proceeds thereof, such trus- 
 tees may file a petition in the court of common pleas of the county 
 where the property is situate, setting forth all the facts in the case, 
 and asking the direction of the court as to the proper disposition of 
 such unappropriated property or proceeds. [65 v. 84, § 1.] S. & 
 8. 164. 
 
 Sec. 3775. Notice by publication, and judgment. Notice of the 
 filing of such petition shall be given by publication in some news- 
 paper printed and of general circulation in the county where it is 
 filed, for four consecutive weeks, setting forth the object and 
 prayer thereof, aud that any person, church, or congregation, 
 claiming an interest in the subject-matter of such petition, may 
 appear and file an answer therein ; and the court, on final hearing 
 of the case, shall make such order or decree therein as will best 
 secure the rights of the churches or congregations, or persons 
 
248 OHIO COEPOKATIONS. 
 
 having an interest therein, and as will best promote the interests 
 of religion, having regard, as near as may be, to the nature 
 and terms of the original trust or purpose with wliich such prop- 
 erty or proceeds is charged, and shall tax the costs of the pro- 
 ceeding as justice and equity require. [65 v. 84, § 2.] S. & S. 
 165. 
 
 Sec. 3776. When trustees may convey church sites to congrega- 
 tion — Gliurch site subject to payment of judgment. When any 
 real estate has been purchased by or conveyed to trustees for 
 the use of churches or congregations, as sites for meeting-houses 
 to be erected thereon, and such churches or congregations 
 have erected houses of 'worship thereon, but no power is pos- 
 sessed by such trustees to convey such real estate to such congrega- 
 tions, or' to the trustees thereof, such trustees may convey such im- 
 proved sites to the trustees of such congregations ; provided, how- 
 ever, that where an incorporated religious congregation, society, 
 association, sect, or denomination use or occupy as and for a place 
 of worship, real estate which is held in trust for such religious con- 
 gregation, society, association, sect, or denomination, or the 
 members thereof, as and for a place of worship, and a judgment 
 has been, or may be, recovered against such incorporation, the 
 said real estate, together with such edifice and improvements 
 thereon, shall, by a civil action for that purpose, be subjected to 
 the payment of such judgment and costs. [80 Ohio L. 51. J 
 
 Sec. 3777. Consolidation of religious corporations. When two 
 or more religious societies, churches, or associations, recogniz- 
 ing the same ecclesiastical jurisdiction, form of faith, government, 
 order, and discipline, and incorporated by or under any law 
 of this state, desire to be consolidated or united as a single cor- 
 poration, the elders, trustees, deacons, directors, or other known 
 and legar representatives of such societies, churches, or associations, 
 may enter into an agreement for such union or consolidation, and 
 prescribe the terms and conditions thereof, the corporate name of 
 such united society, church, or association, the time and place for 
 the first meeting of the new corporation, the number of members 
 of each separate branch or organization who shall be chosen as 
 directors, trustees, elders, or other officers for the new corporation, 
 to succeed to the riglits, trusts, duties, and obligations of those 
 officers who, in the separate organizations, held in trust the estate, 
 
EELIGIOUS AND OTHER SOCIETIES. 240 
 
 real and personal, of such separate cliurclies, societies, or associa- 
 tions, with such other estates as they may deem necessary to com- 
 plete the new corporation ; but an agreement so made shall not be 
 valid until it ha,s been submitted to a separate meeting of the 
 members of each organization, of which due and full notice has 
 been given, according to the form and usage for calling church, 
 congregation, or society meetings, and ratified by a two-thirds vote 
 of all present at such meeting, in person or by proxy, and en- 
 titled to vote according to the laws, regulations, or usages of such 
 church, society, or corporation. [67 v. 30, § 1.] 
 
 Sec. 3778. Record of proceedings to be certified, etc. When the 
 agreement has been ratified by each church, society, or association, 
 which is a party to the proposed united organization, the clerk or 
 secretary of each meeting shall certify the record of the proceed- 
 ings thereof, and deliver the same to the clerk or secretary of the 
 first meeting of the united churches, societies, or organizations, as 
 hereinbefore provided, and as specified in the terms of agreement. 
 [67 V. 30, § 2.] 
 
 Sec. 3779. Articles of incorporation, and filing of same. If, at 
 the first meeting of the united corporations, the proceedings and 
 act's of the several churches, societies, and parties tiiereto are sub- 
 mitted to and approved by the meeting, and a board of trustees, 
 directors, or other officers are chosen in accordance with the terms 
 of agreement, the clerk or secretary of the meeting shall certify 
 such approved agreement or terms of union, and file the same in 
 the oflice of the secretary of state, whereupon the several churches, 
 societies, or associations, parties thereto, shall be deemed and 
 taken to be one corporation, possessing within this state all the 
 rights, privileges, and franchises, and subject to all the re- 
 strictions, disabilities, and duties, of such new corporation. [67 v. 
 30, § 3.] 
 
 Sec. 3780. Property passes to neiv corporation. The new corpora- 
 tion, with its officers and chosen representatives, shall succeed to, 
 and be invested with, all and singular, the right, title, and interest 
 in and to every species of property, real, personal, or mixed, and 
 all and singular the rights, privileges, and franchises of each of the 
 churches, societies, or associations parties to the agreement, without 
 any other act, conveyance, or transfer ; and such new corporation 
 shall hold and enjoy the same, with all the rights pertaining to such 
 
250 OHIO COEPOEATIONS. 
 
 property, franchises, and trusts, and shall be subject to all the debts, 
 liabilities, and obligations, in the same manner and to the same ex- 
 tent as any or either of tlie churches or societies parties to the new 
 corporation. [67 v. 30, § 4.] 
 
 Sec. 3781. Transfer of jiroperty after union of corporations. When 
 any two or more religious societies, denominations, or ecclesiastical 
 corporations in this state hereafter unanimously form a union, or 
 which have heretofore unanimously formed a union, and become 
 united or consolidated under and by virtue of any rules and regu- 
 lations of such societies, denominations, or corporations, or laws of 
 this state, the trustees, deacons, directors, or other proper officers 
 of such new society, denomination, or corporation may, at the re- 
 quest of a majority of the members of either of such societies, de- 
 nominations, or corporations, petition the court of common pleas of 
 the proper county, setting forth the fact of such union, and the 
 court may, in its discretion, make an order requiring such officers, 
 at the time of such union, to convey to such new organization the 
 real estate owned and held by the parties to the union, as the court 
 may direct ; and if any of such officers refuse or neglect to obey 
 such order, the decree of the court shall serve as such conveyance ; 
 but such order shall in no case be inconsistent with the oiiginal 
 terms upon which such real estate became vested in or intrusted to 
 the parties to the union ; and in all cases the grantors of such real 
 estate to such parties, or their heirs, shall be made parties to the 
 petition, and such grantors or their heirs who make no defense shall 
 not be subject to costs. [73 v. 225, § l.J 
 
 Sec. 3782. Notice of application tJierefor. Notice of the pendency 
 of such petition shall be given by publication in a newspaper pub- 
 lished in the county where the petition is filed, for four consecutive 
 weeks, setting forth the object and prayer of the petition, and if no 
 newspaper is printed in such county, publication shall be made 
 in the newspaper published nearest to such county. [73 v. 225, 
 
 §2.] 
 
 Sec. 3783. Associalious for holding donations and bequests. An as- 
 sociation incorporated for the purpo.se of receiving and holding do- 
 nations and bequests, and funds arising from other sources, and 
 disbursing the interest and income arising therefrom as in this sec- 
 tion provided, shall hold all such principal sums as a jiermanent 
 fund ; and the interest arising from such fund, and the annual in- 
 
EELIGIOUS AND OTHER SOCIETIES. 251 
 
 come arising from all personal and real property held by such 
 association, shall be applied and distributed annually as follows: 
 
 First — To the payment of the necessary expenses of such association. 
 
 Second — The balance shall be paid to the board i)f stewards, or 
 any officer that may be designated by any conference, synod, as- 
 sembly, or association within the bounds of which the principal of- 
 fice is located at the time of such organization, to be distributed by 
 the board of stewards or such officer annually, to such persons as 
 may be designated by such conference, synod, presbytery, assembly, 
 or association. [71 v. 110, §§ 1, 2, 3, 4.] 
 
 Sec. 3784. Endowment fund corporations. When a presbytery, \ 
 synod, conference, diocesan convention, or other representative 
 body of any religious denomination in this state, desires to create a 
 board of trustees for any endowment fund, or other property of the 
 denomination represented by such body, and, at any regular meet- 
 ing of such presbytery, synod, conference, diocesan convention, or 
 other representative body of such denomination, elects not less than 
 five members of such denomination, three-fifths of whom shall be 
 resident freeholders in this state, to serve as trustees, and makes, 
 and files in the office of the secretary of state, a statement giving 
 the names of such trustees, the character pf the endowment fund or 
 other property to be intrusted in their care, and the uses to which 
 it is to be applied, signed by the proper presiding officer and the 
 secretary or clerk of such body, acknowledged before a clerk of a 
 court of record, notary public, or a judicial officer having a seal, 
 and the signing of the same is duly attested by such officer, and the 
 statement thus authenticated is recorded in the office of the secre- 
 tary of state, the persons named in such statement as trustees shall, 
 thereupon, with their successors in office, become a body corporate 
 and politic, for the purposes in such statement specified ; and a 
 copy of such record, duly certified by the secretary of state, shall be 
 evidence of the existence of such corporation. [71 v. 118, § 1.] 
 
 Sec. 3785. Power of trustees of such corporations. Such trustees, 
 if chosen to take charge of any endowment fund, may invest, man- 
 age, and dispose of the same in accordance with the purpose for 
 which it was created, subject to such regulations as the body by 
 which they were elected may from time to time prescribe. [71 v. 
 118, § 3.] 
 
252 OHIO corpoeaticSns. 
 
 Sec. 3786. Powers of tnmtees of religious society— Real estate liable 
 for labor performed, etc. If the trustees are chosen to take charge 
 of aud manage any other property that may be owned or in any man- 
 ner acquired by such religious denomination, they shall have full 
 power to hold, invest, control, and manage the same for the benefit 
 of the denomination within the presbytery, synod, conference, 
 diocese, or other ecclesiastical territorial limits represented by the 
 trustees, subject to the direction of the proper representative body 
 of such denomination within such territorial limits as aforesaid ; 
 and if a parish or congregation connected witli the denomination 
 represented by the trustees become extinct, b}- reason of the death 
 or dispersion of its members, the trustees may take possession of 
 the church property of such parish, congregation, or society, 
 whether real or personal, and rent, lease, sell, invest, or otherwise 
 dispose of the same, for the benefit of the denomination repre- 
 sented by them, within the territorial limits represented by the 
 body by which they were appointed, and subject to such regula- 
 tions as such body may prescribe ; but all property held by such 
 trustees, and the proceeds thereof, shall be applied to the use and 
 benefit of the proper denomination within this state ; provided, how- 
 ever, that the real estate held by or in trust for any religious society 
 or congregation as a place of worsliip, or otherwise, shall be liable 
 for and may by civil action be subjected to the payment of any 
 judgment which has been or shall be recorded against the trustees 
 or any committee of such society or congregation, in their individual 
 capacity, or otherwise, for labor performed, materials furnished, or 
 damages sustained, under any contract with them for the erection 
 of any church edifice or other building or improvement made 
 thereon. [79 Ohio L. 14.J 
 
 Sec. 3787. When and how property of extinct corporaiitms may be 
 sold. When any parish, congregation, or society becomes extinct, as 
 mentioned in the last section, the court of common pleas of the 
 county in which any real property of such extinct parish, congrega- 
 tion, or society is situate, may, upon the petition of the trustees of 
 the denomination to which such extinct parish, congregation, or 
 society belonged, make an order for the sale of such property, 
 whether the same has been built upon, or otherwise improved, or 
 not, the proceeds of such sale to go to, and be for the benefit of, the 
 denomination represented by such trustees, within the territorial 
 
RELIGIOUS AND OTHEK SOCIETIES. 253 
 
 limits represented by the body by whicli tliey were appointed, and 
 the purchaser thereof shall be vested with as full and complete a 
 title to the property as the character of the original grant to such 
 parish, congregation, or society will allow; but this section shall 
 not be so construed as to limit, or in any degree restrict, the 
 powers conferred by the two preceding sections upon such trustees. 
 [74y. 110, §2.] 
 
 Sec. 3738. Who to be parties to proceedings for sale. When a 
 petition is filed, as provided for in the preceding section, all persona 
 who may have a vested, contingent, or reversionary interest in 
 such real estate, shall be made parties thereto, and be notified of 
 the filing and pendency thereof, in the manner provided by law in 
 cases of the partition of real estate ; but the court may make such 
 order as to costs as may be deemed just and proper. [74 v. 110, 
 §3.J ^ 
 
 Sec. 3789. How printing and publishing houses inaorporated. 
 When a conference, presbytery, assembly, association, or other gen- 
 eral ecclesiastical body held in the United States, elects, in con- 
 formity with the rules and regulations prescribed by such body, 
 any number of persons, not less than three, as trustees or directors 
 of a printing and publishing house, to hold their office until their 
 successors are elected by such body, and a certificate of the election 
 of such persons, and setting forth the name by Avhich the corpora- 
 tion is to be known, signed by the clerk, secretary, or other like 
 officer of such body, together with the written acceptance of such 
 offices by the persons so elected thereto, is filed in the office of the 
 secretary of state, such trustees shall be deemed and held to be 
 duly incorporated, by the name set forth in such certificate. [68 
 V. 43, § 1.] 
 
 Sec. 3790. Expired corporations may have benefit of last section. 
 Any corporation which has heretofore been established by special 
 act of the legislature for the purpose named in the preceding sec- 
 tion, and whose charter has expired, or hereafter expires, may be 
 renewed by a compliance with the provisions of the preceding section 
 on the part of the religious sect, association, or denomination to 
 which such corporation belonged, or under the direction of which 
 it was carried on; and the title to all property belonging to such 
 former corporation at the date of the expiration of its charter. 
 
254 OHIO COEPOEATIONS. 
 
 whether the same is real, personal, or mixed, shall pass to and be 
 vested in the corporation so established. [68 v'. 43, § 2.] 
 
 Sec. 3791. Fiscal tricstees of wor/ien's benevolent (issodations. Any- 
 benevolent or charitable association incorporated by or under the 
 laws of this state, and of which women are or may be trustees, 
 managers, or directors, may vest the custody, control, and manage- 
 ment of all its endowment or capital, funds, and property in three 
 male trustees, to be styled fiscal trustees, who shall be appointed 
 from time to time, as follows : One by the court of common pleas 
 of the county where such association is located, one by the probate 
 court of such county, and one by the vote of a majority of the 
 members of such association present at a regular meeting duly con- 
 voked ; such trustees shall hold their office for three years, except 
 the first appointed, who shall hold their office respectively for one, 
 two and three years ; they shall meet in the presence of the pro- 
 bate judge, and, by agreement, or by lot if they can not agree, 
 allot themselves accordingly, and the judge shall give to each a 
 certificate of the term so allotted to him ; and upon the death, resig- 
 nation, iacapacity, or removal from the county, of either of such 
 trustees, the vacancy shall' be filled for the unexpired term by the 
 same appointing power ; but trustees shall not be appointed except 
 upon the written request of the association, filed in the probate 
 court, in accordance with the resolution adopted by the association, 
 at a regular meeting thereof, duly convoked ; and until such ap- 
 pointment the association, at a regular meeting, may elect any 
 number of such trustees, not less than three, with the powers and 
 subject to the duties aforesaid, who shall hold their office for such 
 time, not more than three years, as the association may, by its by- 
 laws, determine. [75 v. 524, § l.j 
 
 Sec. 3792. Powers and duties of fiscal tmstees. The trustees shall 
 have the exclusive right, power, and authority, in the name and 
 behalf of such association, to demand, take, and possess all the en- 
 dowment or capital, funds, or property which such association may 
 have or be entitled to have, and the same securely manage, invest, 
 change, and dispose of at their will, for the use and benefit of the 
 association, so as to yield a regular income ; they shall, every three 
 months, or oftener if necessary and convenient, give account of 
 all such funds, property, and income, to the proper board of trus- 
 tees, managers or directors of the association, and shall collect at 
 
RELIGIOUS AND OTHER SOCIETIES. 255 
 
 such times, and pay over to them or their order, all the net income 
 of such investments, after deducting the actual and necessary ex- 
 penses of the trust; but no charge or allowance for 1 heir services 
 .shall be made or permitted ; and such trustees may, for the pur- 
 poses aforesaid, in the name of the association, contract and be con- 
 tracted with, prosecute and defend suits, and receive, hold, and 
 dispose of all money and property Vi^hich the association may have 
 or acquire, or be entitled to have by gift, purchase, or otherwise, 
 for its endowment, and when necessary for the purposes aforesaid 
 may use the common seal of the corporation; but they shall not 
 have or exercise any power, authority, or control over the institu- 
 tion or affairs of such corporation, other than its fiscal affairs as 
 hereinbefore limited, nor be liable for its debts, or for any thing but 
 their own acts or negligence. [61 v. 87, § 2.] S. & S 52. 
 
 Sec. 3793. Olher assoaiations may accept these provisions. Any 
 benevolent or charitable association hereafter formed, coming within 
 the purview of section thirty-seven hundred and ninety-one, may make 
 the provisions of the two preceding sections part of its articles of 
 incorporation, and any such associatioa now incorporated, by or 
 under any general or special law, may accept sucli provisions, by a 
 vote of the majority of tlie members present at a regular meeting, 
 and when so accepted, and a certified copy of such acceptance filed 
 in the office of the secretary of state, the provisions of the two 
 preceding sections shall become and be a part of its charter. [61 
 V. 87, § 3.] S. & a 52. 
 
 Sec. 3794. When and how religious societies may sell real estate. 
 When any religious society desires to sell, exchange, or incumber 
 by mortgage or otherwise, any real estate owned by it, or held 
 in trust for any specified religious purpose, except grounds used 
 or occupied as burial places for the dead, the trustees, wardens, 
 and vestry or other ofiicers intrusted with the management of the 
 affairs of such society may file in the court of common pleas of the 
 county in which such real estate is situated a petition stating that 
 such society desires to make such sale, exchange or incumbrance, 
 and setting forth the object of the same, and if, upon the hearing 
 of such case, it appears that such sale, exchange or incumbrance 
 is desired by the members of the society, and that it is right and 
 proper that authority be given to accomplish the same, the court 
 may authorize the trustees or other officers, or the society, if it bo 
 
256 OHIO CORPORATIONS. 
 
 incorporated under any law of this state, to sell, exchange, or in- 
 cumber such real estate in accordance with the prayer of said pe- 
 tition, and upon such terms as the court shall deem reasonable. 
 [79 Ohio L. 108.] 
 
 Sec. 3795. Notice of tlie pendency of the petition. The petitioners 
 shall cause notice of the pendency and prayer of the petition to be 
 published in some newspaper of general circulation in the county 
 where the real estate proposed to be sold, exchanged, or incumbered 
 is situate, for four consecutive weeks before the said application 
 shall be heard. [79 Ohio L. 108.J 
 
 Sec. 3796. Sales to be confirmed by court. The trustees or other 
 officers of such religious society authorized to make such sale, ex- 
 change, or incumbrance, shall make return thereof to the court or- 
 dering the same, at such time as the court shall order, and there- 
 upon, if the court is satisfied that the same has been made in all re- 
 spects accdrding to its order, it shall approve the same, and shall order 
 that the proceeds be invested in other real estate for the use of such 
 society, used in the payment of its debts, or otherwise invested or 
 disposed of according to the prayer of said petition. [79 Ohio L. 
 108.] 
 
 SAVINGS AND LOAN ASSOCIATIONS. 
 
 Section Section 
 
 3797. Savings and loan associations. 3807. Limit of loans to one person. 
 
 3798. General regulations of such 3808. Dividends. 
 
 associations. 3809. Distribution when association 
 
 3799. Deposits, and the payment ceases to do business. 
 
 thereof. 3810. Notice, and reports to auditor 
 
 3800. Officers must give bond. of state. 
 
 3801. Deposits by persons under dis- 3811. Certain corporations not af- 
 
 ability. fected. 
 
 3802. Officers shall not borrow of the 3812. Their powers increased. 
 
 association. 3813. Further increase of their 
 
 3803. What real estate it may ac- powers. 
 
 quire. 3814. Certain charters extended. 
 
 3804. Interest may be paid on de- 3815. Must create a surplus fund. 
 
 posits. 3816. Annual report to auditor of 
 
 3805. Stockholders to share ratably state. 
 
 in increased stock. 3817. Annual report of certain cor- 
 
 3806. Special powers. porations to same. 
 
SAVINGS AND LOAN ASSOCIATIONS. 257 
 
 3818. Auditor to require same, and 3820. Form of reports of other oot- 
 
 penalty. porations. 
 
 3819. Form of reports of stock com- 3821. Eeports to be compiled, and 
 
 panies. published. 
 
 Sec. 3797. Savings and ban associations. The secretary of state 
 shall submit the articles of incorporation of any savings and loan 
 association received by him to the attorney -general, who shall, if 
 the same are in conformity to law, and sufElcient, certify thereto on 
 the same, and the secretary of state shall then record the same ; 
 and no such association shall commence business with a subscribed 
 capital of less than fifty thousand dollars, which shall be divided 
 into shares of one hundred dollars [each], nor until at least one- 
 half of each subscription has been fully paid up. [70 v. 40, §§ 
 2, 4.J 
 
 Sec. 3798. General regulations of such associations. The signers 
 of the articles of incorporation shall give at least three days' notice, 
 personally served upon each stockholder, or thirty days' notice by 
 publication, of the time and place of the meeting for the election 
 of directors ; the ofiices of secretary and treasurer of the corpora- 
 tion may be held by the same person ; and at every annual meeting 
 the directors shall make full report of the business of the preceding 
 year, and the present financial condition of the corporation. [70 v. 
 40, §§ 5, 6, 7.] 
 
 Sec. 3799. Deposits, and the payment thereof. The board of di- 
 rectors may prescribe the terms on which deposits shall be received 
 and paid out, and the mode of transacting, managing, and conduct- 
 ing the affairs and business of the corporation ; and the rules and 
 regulations relating to the receipts and payment of deposits, and the 
 interest thereon, shall be written or printed in the. pass-books of de- 
 positors, shall not be altered so as to affect any deposit previously 
 made, and shall be obligatory on such depositors. [70 v. 40, § 9.] 
 
 Sec. 3800. Officers must give bond. The officers of such corpora- 
 tions, other than directors, shall, before entering upon the discharge 
 of their duties, give bond to the corporation, to the amount required 
 by the directors, and with security to be approved by them, for 
 their fidelity and good conduct, and for the safe-keeping and proper 
 application of the funds of the association, and of such sums of 
 
 § .3797. "Associations with banking powers,'' referred to in Art. XIII, sec. 
 7, of the constitution, embraces only banks of issue. Dearborn v. North- 
 western Savings Bank, 42 Ohio St. 617. 
 17 
 
258 OHIO COEPOEATIONS. 
 
 money as may be placed in their charge by the depositors or others ; 
 and the directors may require an increase of the amount of such 
 bonds whenever they deem it necessary. [70 v. 40, § 10.] 
 
 Sec. 3801. Deposit by persons under disability. When deposit is 
 made in any such association by a minor, or a female who is or 
 thereafter becomes a married woman, the same shall be held for the 
 exclusive right and benefit of such depositor, free from the control 
 or lien of any person, except creditors, and shall be repaid to the 
 person making the deposit, and the receipt or acquittance of such 
 minor or female shall be a sufficient release and discharge to the 
 corporation for such deposit. [70' v. 40, § ll.j 
 
 Sec. 3802. Officers shall not borrow of the association. No director 
 or other officer of such corporation shall borrow or use the funds of 
 the corporation, except to pay the necessary and current expenses, 
 to an amount greater than one-half of the amount of stock by him 
 owned or held ; nor shall any officer or director be surety, or in any 
 manner an obligor, for any loan made by the corporation. [70 v- 
 40, § 12.] 
 
 Sec. 3803. WJiat real estate it may acquire. Such corporation may 
 acquire, hold, and convey only such real estate as is necessary and 
 convenient for the transaction of its business, and such as it may 
 find necessary to purchase, at judicial sale or otherwise, to secure 
 debts due it ; but it shall not hold any real estate purchased to se- 
 cure debts due it for a longer period than five years ; and, in all 
 cases of loan upon real estate, the expense of searches, examination 
 of certificates, and recording of papers, shall be paid by the bor- 
 rower. [70 v. 40, § 13.] 
 
 Sec. 3804. Interest may be paid on deposits. Such corporations 
 may receive on deposit, for safekeeping or investment, all sums of 
 money that may be ofiered for that purpose by tradesmen, clerks, 
 mechanics, laborers, minors, or other persons, or by any religious 
 or charitable society, or municipal corporation, or that may be or- 
 dered to be deposited by any court in this state having custody of 
 money, and make investments thereof in the manner provided 
 in this chapter, and may credit and pay such rates of interest 
 thereon as may be agreed upon, not exceeding the rate allowed by 
 law ; and they may purchase and sell promissory notes, drafts, and 
 bills of exchange, at such rates as may be agreed upon, and trans- 
 act such other business as properly pertains to the business of such 
 
SAVINGS AND LOAN ASSOCIATIONS. 259 
 
 associations not forbidden by the constitution and laws of tbis state. 
 [70 V. 40, § 14.1 
 
 Sec. 3805. Stockholders to slmre ratably in inoreased stock. Upon 
 any increase of stock, the stockholders at the time of such increase, 
 shall each be entitled to a pro rata share thereof, upon the payment 
 of its par value ; but such right shall be forfeited if the amount be 
 not paid within thirty days of the time fixed therefor by the direc- 
 tors, by public notice. [70 v. 40, § 15.] 
 
 Sec. 3806. Special powers. Such corporations may invest their 
 funds in the purchase of stocks, bonds, or other evidences of the 
 indebtedness of the United States, stocks and bonds of the State of 
 Ohio, bonds of any municipal corporation of this state, or school 
 bonds of any municipal corporation, special school district, or body 
 politic in this state, issued pursuant to law, to such an amount as 
 may be deemed proper ; or in bonds issued by county commissioners 
 within this state in pursuance of law, or the stocks or bonds of any 
 state of the United States that has for five years immediately pre- 
 ceding such investment paid the interest on its bonded debt in law- 
 ful money of the United States ; but no such association shall at 
 any time have an investment of a greater amount than one-tenth 
 of its paid in capital in either of the last two named securities ; or 
 in bonds or notes secured by mortgages on unincumbered real estate 
 situate in the county where the association is located, or in an ad- 
 joining county in this state, worth, exclusive of buildings, at least 
 double the amount loaned thereon ; but not more than fifty per 
 centum of the amount of the paid in capital and deposits of any 
 such association shall at any time be invested in such real estate se- 
 curities ; such associations may discount notes and bills of exchange, 
 and may take, receive, reserve, and charge upon any loan or discount 
 made upon a note, biU of exchange, or other evidence of debt, in- 
 terest at the rate allowed by law ; such interest may be reserved or 
 taken in advance, at the time of making the loan or discount ; and 
 for interest taken, directly or indirectly, in excess thereof, the as- 
 sociation shall be subject to the same penalties as natural persons ; 
 but in the purchase, discount, or sale of a bill of exchange, payable 
 at another place than the place of such purchase, discount, or sale, 
 the current rate of discount or premium may be charged and re- 
 ceived in addition thereto. [72 v. 186, § 16.] 
 
 Sec. 3807. lAmit of loans to one person. The total liabilities of 
 
 § 3806. In transactions with incorporated banking association by innocent 
 party, neither the abuse nor disregard of his authority by its managing offi- 
 cer or agent, oi,his fraud or bad faith, will be a defense to such incorpora- 
 tion. Citizens' Sav'gs Bank v. Blakesley, 42 Ohio St. 645. 
 
 Such association can not enforce contract for interest which is usurious 
 here, though contract is made in a state where the rate stipulated is author- 
 ized ; but the contract will not be invalid in ioio for want of power to make 
 it. Ewing V. Toledo S. B. & Trust Co., 43 Ohio St. 31. 
 
260 OHIO COEPOEATIONS. 
 
 any person, company, corporatiou, or firm, to any such association, 
 either as principal debtor, or as security or indorser for others, for 
 money borrowed, including in the liabilities of a company or firm 
 the liabilities of the several members thereof, shall at no time 
 exceed one-fifth part of the capital stock of such association 
 actually paid in ; but the discount of bills of exchange drawn 
 against actually existing values, and the discount of commercial or 
 business paper actually owned by the person, company, corporation, 
 or firm negotiating the same, shall not be considered as money bor- 
 rowed. [70 V. 40, § 17.] 
 
 Sec. 3808. Dividends. The directors' may, as often as they 
 deem proper, make and declare dividends of the profits of the cor 
 poration, after paying its expenses, and reserving and setting aside 
 from the net profits of the institution not less than one-tenth part 
 thereof, to be held and invested as a surplus fund to meet any con- 
 tingency in its business, which reservation shall continue until such 
 surplus is equal to at least twenty per cent of the amount of the 
 full capital stock ; and such dividends shall be payable to the share- 
 holders within ten days from the time the same are so declared. 
 [70 V. 40, § 18.] 
 
 Sec. 3809. Distribution when association ceases to do husiness. 
 When any such association ceases to do business, or the directors 
 thereof determine to close up its afiairs, the assets of the association 
 shall be distributed and disbursed by the directors, or other desig- 
 nated persons, as follows : 
 
 1st. In payment of depositors. 
 
 2d. In payment of the debts of the corporation. 
 
 3d. The remainder shall be distributed proportionately among 
 the shareholders. [70 v. 40, § 20.] 
 
 Sec. 3810. Notices and reports to auditor of state. The directors of 
 every such association shall, within six moi^ths from and after its in- 
 corporation, notify the auditor of state of the date of its organization, 
 and shall, each year, within ten days after its annual meeting, make, 
 under oath, a complete statement of its condition, showing the amount 
 of deposits and capital stock, the amount of the investments, and 
 specifying the character of the same, which statement shall be filed 
 with the auditor of state, and published in his annual report ; and 
 they shall also cause such statement to be published in at least one 
 
SAVINGS AND LOAN ASSOCtATIONS. 261 
 
 newspaper of general circulation in the county where the corpora- 
 tion is located. [70 v. 40, § 21. J 
 
 Sec. 3811. Certain corporations not affected. Associations incor- 
 porated under the act entitled, "an act to incorporate savings 
 societies," passed April 16, 1867, and the act passed March 19, 
 1868, entitled,. " an act to amend an act entitled ' an act to incor- 
 porate savings societies,' passed April 16, 1867," may continue their 
 business under said acts, and without any prejudice to any rights 
 acquired ; such institutions, and other savings and loan institutions 
 organized under the laws of this state, may, if they so elect, con- 
 tinue their business under this chapter, by signifying such election, 
 under their' seal, to the secretary of state, and conforming their 
 action thereto ; and the secretary shall record the same, and his cer- 
 tificate be evidence thereof [70 v. 40, § 23.] 
 
 Sec. 3812. Their powers increased. Savings societies organized 
 and doing business under the acts named in the preceding section 
 may, in addition to the investments authorized in said acts, invest 
 their funds in the bonds of any county or municipal corporation 
 issued in pursuance of any law of this state, and may charge inter- 
 est on loans at a rate not to exceed eight per centum, payable semi- 
 annuaUy. [72 v. 150, §§ 1, 2.] 
 
 Sec. 3818. Further increase of their powers. Societies for savings, 
 duly incorporated by the general assembly of this state, and doing 
 business under their respective acts of incorporation, may invest in 
 land, and in the erection of buildings thereon, for the purpose of 
 their own business, such sum as the trustees thereof deem necessary, 
 not to exceed five per cent of the amount of the deposits held by 
 them, and they may rent any part of such buildings not needed for 
 their own use. [63 v. 62, § 1.] S. & S. 187. 
 
 Sec. 3814. Certain charters extended. All " societies for savings,'' 
 and "savings societies," now doing business, whose charters are sub- 
 ject to alteration or repeal, may continue their business under their 
 respective charters, after the expiration thereof, s^ibject, however, to 
 the repeal of any such charter, and to such amendments, alterations, 
 rules, and regulations as may be prescribed, from time to time, by 
 any law of the state. [74 v. 26, § 1.] 
 
 Sec. 3815. Must create a surplus fund. Before any dividend, or 
 interest on deposits, shall be paid by such societies, they must have 
 a surplus fund equal to not less than five per centum of the whole 
 
262 OHIO COEPOEATIONS. 
 
 amount of deposits, aud they must gradually increase such surplus 
 fund to an amount equal to ten per centum of the amount of de- 
 posits. [74 V. 26, § 2.] 
 
 Sec. 3816. Annual reports to the auditor of state. The president 
 and treasurer of every such society shall make to the auditor of 
 state, annually, in writing, during the month of Jui^p, an accurate 
 statement of the financial affairs of the society, and the auditor of 
 state shall cause the same to be investigated and examined by two 
 suitable persons, appointed by him, who shall, within a reasonable 
 time, report to him the result of the investigation and examination, 
 with such suggestions as to them seem right and proper; the report 
 of the president and treasurer, with the report of the examiners, or 
 such portion thereof as the auditor of state deems advisable, shall 
 be published in some newspaper printed and having general circu- 
 lation within the county, to be designated by the auditor; and the 
 auditor shall allow the examiners a reasonable compensation for 
 their services, and such compensation, with the cost of publication, 
 shall be paid by the society. [74 v. 26, § 3.] 
 
 Sec. 3817. Anniml reports of certain corporations to same. Every 
 banking institution, or corporation engaged in the business of bank- 
 ing, organized under the laws of this state, shall make a report to 
 the auditor of state, as provided in the next section, showing the 
 condition thereof before the commencement of business on the first 
 Monday of the months of April and October of each year; but in- 
 stitutions known as building or loan associations, organized and con- 
 ducted under the statutes for such institutions, and not doing a 
 banking business, shall not be required to make such reports. [74 
 V. 72, §. l.J 
 
 Sec. 3818. Auditor to reqaire same, and penalty. The auditor of 
 state shall issue his requisition upon each of such institutions, for 
 the reports required to be made by the preceding section, a con- 
 venient number of days prior to the first day of April and October 
 of each year, upon receipt of which it shall immediately forward to 
 the auditor a balanced report of its condition, verified by the oath or 
 affirmation of one or more of its officers, and shall also publish such 
 report in full, at its own expense, in a newspaper published at the 
 place where the institution is located, or, if there is no newspaper 
 published at that place, then in the one nearest thereto ; if any such 
 institution neglect to comply with these provisions it shall be sub- 
 
SAVINGS AND LOAN ASSOCIATIOXS. 
 
 263 
 
 ject to a penalty of thirty dollars for each day's delay after the 
 expiration of five days from the time any such report is required to 
 be made, which penalty may be collected by a suit to be brought by 
 the auditor of state, or by any creditor of the association, before 
 any court of competent jurisdiction in. the district wherein such in- 
 stitution is located ; and all sums of money collected for penalties 
 under this section shall be paid into the treasury of the state. [74 
 V. 72, § 2.] 
 
 Sec. 3819. Form of report of stock companies. All savings asso- 
 ciations, banks, trust companies, savings banks, and other banking 
 institutions having capital stock, shall make such report of their re- 
 sources and liabilities in the following form : 
 
 Report oj the condition of " The - 
 
 , at ■ 
 
 , in the Slate of , before 
 
 the commencement of business on the first Monday of - 
 
 Dk. 
 
 
 
 
 
 Ce. 
 
 Eesoueces. 
 
 Dollars 
 
 Cts. 
 
 Liabilities. 
 
 Dollars 
 
 Cts. 
 
 1. Loans on real estate 
 
 2. All other loans and dis- 
 
 counts 
 
 3. Overdrafts 
 
 i. United States bonds on 
 
 hand 
 
 5. State bonds 
 
 6. Other stocks, bonds, and 
 
 mortgages 
 
 7. Due from other banks 
 
 
 
 1. 
 
 2. 
 3. 
 4. 
 
 5. 
 6. 
 7. 
 
 8. 
 
 9. 
 
 Capital stock paid in ... 
 
 Surplus fund 
 
 Undivided profits 
 
 State bank notes out- 
 standing 
 
 Dividends unpaid 
 
 Individual deposits 
 
 Due to banks and bank- 
 
 
 
 Notes and bills re-dis- 
 
 
 8 Renl estate 
 
 Bills payable 
 
 
 9. Furniture and fixtures. 
 
 10. Current expenses 
 
 11. Premium on bonds 
 
 12. Cash items 
 
 13. Gold coin, $ ; silver 
 
 Total 
 
 
 14. National bank notes . . 
 
 15. United States notes 
 
 
 Total 
 
 
 
 
 
 
 
 
 
 
 
 State op , 
 
 County of . 
 
 Sworn to and subscribed before me 
 this day of , 18—. 
 
 -of'The- 
 
 'do 
 
 solemnly swear that the above statement 
 is true, to the best of my knowledge and 
 
 belief. ■ 
 
 Cashier. 
 
 [74 V. 72, § 3. J 
 
 Sec. 3820. Form of report of other corporations. All savings as- 
 sociations, savings banks, and other banking institutions having no 
 capital stock, shall make such report of their resources and liabili- 
 ties in the following form : 
 
2C4 
 
 OHIO COEPOEATIONS. 
 
 Eeport of the condition of " The - 
 
 -, at ■ 
 
 the commencement of business on tlie first Monday of - 
 
 -, in the State of - 
 
 -, before 
 
 .18—. 
 
 De. 
 
 
 
 
 CR. 
 
 Eesoukces. 
 
 Dollars 
 
 Cts. 
 
 Liabilities. 
 
 Dollars 
 
 Cts. 
 
 1. Loans on real estate ... 
 
 2. Loans on United States 
 
 and State stocks . ... 
 
 3. Loans on other stocks 
 
 and bonds 
 
 4. All other loans 
 
 5. United States bonds on 
 
 hand 
 
 6. State bonds on hand . 
 
 7. Other stocks and bonds. 
 
 8. Real estate 
 
 9. Furniture and fixtures. . 
 
 10. Expenses 
 
 11. Due from banks and 
 
 
 
 1. Individual deposits 
 
 2. Due to banks and bank- 
 
 ers 
 
 3. Undivided profits 
 
 4. Other Ifabilities 
 
 Total 
 
 
 
 12 Specie 
 
 
 13. National bank and 
 
 U. S. currency 
 
 14. Another assets 
 
 
 
 
 
 
 
 
 
 
 
 
 
 State or , 
 
 County of . 
 
 Svrorn to and subscribed before me 
 this day of , 18—. 
 
 -of'The- 
 
 'do 
 
 solemnly swear that the above statement 
 is true, to the best of my knowledge and 
 
 belief. , 
 
 Cashier, 
 
 And such associations and banks shall also furnish with their 
 reports a statement showing the number of open accounts, and the 
 rate per centum of dividends and of interest on deposits for the past 
 year. [74 v. 72, § 4.] 
 
 Sec. 3821. Reports to he compiled and published. The October 
 reports shall be compiled by the auditor of state, and transmitted 
 to the general assembly with his annual report. [74 v. 72, § 5.] 
 
 Sec. 3821a. Powers of safe deposit companies. Safe deposit and 
 trust companies shall have power to provide by lease or purchase a 
 proper and secure fire proof building or buildings, and fire and 
 burglar proof vaults pr safes, and to receive on deposit for safe 
 keeping therein, government securities, stocks, bonds, coins, 
 jewelry, plate, valuable books, papers and documents, and other 
 property of every kind, and to collect and disburse the interest 
 or income upon such of said property received on deposit as 
 produces interest or income, and to collect and disburse the prin- 
 cipal of such of said property as produces interest or income when it 
 
SAVINGS AND LOAN ASSOCIATIONS. 265 
 
 becomes due, upoa terms to Be prescribed by such company so 
 receiving such property. 
 
 Said companies shall also have power to act as agent or trustee 
 for the purpose of registering, countersigning, or transferring 
 the certificates of stock, bonds, or other evidences of indebted- 
 ness of any corporation, association, municipality, state or public 
 authority, upon such terms as may be agreed upon. 
 
 Courts may order moneys paid into courts to he deposited with such 
 companies. Any court in this state, including probate courts, may 
 by order, decree, or otherwise, direct any moneys or properties 
 under its control, or that may be paid into court by parties to any 
 action or legal proceedings, or which may be brought into court by 
 reason of any order, judgment, or decree, in equity or otherwise, to 
 be deposited with such safe-deposit and trust company, as may be by 
 such court designated, upon such terms, and subject to such in- 
 structions as may be deemed expedient ; provided, however, that 
 such company shall not be required to assume or execute any 
 trust without its own consent; such companies shall also have 
 power to receive and hold moneys, or property in trust, or on de- 
 posit from executors, administrators, assignees, guardians, trus- 
 tees, corporations, or individuals upon such terms and conditions as 
 may be obtained or agreed upon between the parties. 
 
 How moneys received in trust by such companies to be loaned. All 
 moneys or properties received in trust by such companies, unless 
 by the terms of the trust some other mode of investment is 
 prescribed, togetlier with the capital of such company, shall be 
 loaned on or invested only in the authorized loans of the United 
 States, or of the State of Ohio, or cities, counties, or towns of this 
 state, or the stocks or bonds of any state in the Union that has- 
 for five years previous to such investment being made, reguhirly 
 paid the interest on its legal bonded debt in lawful money of the 
 United States, or cities, counties, or towns of such states, which 
 shall have so paid the interest on the legal bonded debt of such 
 cities, counties, or towns, or stocks of national banks organized 
 within this state, or the first mortgage bonds of any railroad com- 
 pany within the state above named, which has earned and paid 
 regular dividends on its stock for five years next preceding such 
 loan, or investment, or first mortgages on real estate in this state 
 or of individuals with a sufficient pledge of any of the aforesaid 
 
266 OHIO COEPOEATIONS. 
 
 securities, or may be loaned to this state, or to any county, city, or 
 town therein. 
 
 No loan shall ever be made directly or indirectly to any officer, 
 employe or trustee of such company, and not more than ten per 
 centum of its capital shall be invested in any one security or loan* 
 except in the provisions of a building and vaults. 
 
 Heal estate acquired by such company by foreclosure of mortgage, etc., 
 to be sold. All real estate not needed by such companies for the 
 transaction of its [their] business, which may be acquired by fore- 
 closure of mortgage- or by levy of execution, shall be oifered for 
 sale, and if practicable be sold within two years after the same 
 shall be so acquired. [79 Ohio L. 101.] 
 
 Sec. 38216. Account of moneys, etc., recewed in trust shall be Tcept 
 separate. All money or property held in trust shall constitute a 
 deposit in the trust department, and the accounts thereof shall 
 be kept separate, and such funds and the investment or loans of 
 them shall be especially appropriated to the security and payment 
 of 'all such deposits, and not be subject to any other liabilities of 
 the company, and for the purpose of securing the observance of 
 this proviso, such companies shall have a trust department, in 
 which all business pertaining to such trust property shall be kept 
 separate and distinct from its general business. 
 
 Said companies must maintain a reserve- equal to fifteen per cent of 
 deposits. Such company shall at all times have on hand in lawful 
 money of the United States as a reserve, an amount equal to fifteen 
 per centum of all deposits, payable on demand or within ten daj's ; 
 and when said reserve shall be below such per centum of such de- 
 posits, said company shall not make new loans, nor make any 
 ■ dividends of its profits until the required proportion between the 
 aggregate amount of its deposits and its reserve shall be restored : 
 provided, that clearing-house certificates representing specie or 
 lawful money specially dep(jsited in the vault of such safe deposit 
 company, or the United States sub-treasury, for the purpose of any 
 clearing-house association of which said company may be a mem- 
 ber, may be recorded as a part, not exceeding one-third of said 
 reserve: provided, further, that one other third of said fifteen per 
 centum shall consist of bonds of the United States or this state, 
 the absolute property of said company, and the remaining 
 
SAVINGS AND LOAN ASSOCIATIONS. 267 
 
 third of said fifteen per centum in lawful money of the United 
 States. 
 
 Such company may he appointed trustee under will — Capital 
 stock security for faithful discharge of duties. Any such com- 
 pany may be appointed trustee under any will or instrument 
 creating a trust for the care and management of property, under 
 the same circumstances, in the same manner, and subject to the 
 same control by the court having jurisdiction of, the same, as in 
 the case of a legally qualified person. The capital stock of said 
 company, with the liabilities of the stockholders existing there- 
 under, shall be held as security for the faithful discharge of the 
 duties undertaken by virtue of this act, and surety shall be 
 required upon the bonds filed by such company the same as in 
 other cases. In all proceedings in the probate court or elsewhere, 
 connected with any authority exercised under this act, all accounts, 
 returns, and other papers may be signed and sworn to in behalf of 
 such company by' any ofiicer thereof duly authorized by it ; and 
 the answers and examinations, under oath, of such ofiicer, shall be 
 received as the answers and examinations of the company, and the 
 court may order and compel any and all ofiicers of such company 
 to answer and attend said examination in the same manner as if 
 they were parties to the proceedings or inquiry, instead of such 
 company : provided, however, that such company shall not be 
 required to receive or hold any property or moneys, or to execute 
 any trust contrary to its own desire. 
 
 Money held in trust to he invested in trust funds of company. In the 
 management of money and property held by it as trustee, under 
 the powers conferred in the foregoing section, said companies shall 
 invest the same in the general trust fund of the company : pro- 
 videci, that it shall be competent for the authority making the 
 appointment to direct, upon the conferring of the same, whether 
 such money and property shall be held separately or invested in 
 the general trust fund of the company ; and provided, also, that said 
 company shall always be bound to follow and be entirely governed 
 by all directions contained in any will or instrument under which it 
 may act. 
 
 Money held in trust not mingled with other funds, or he liable for 
 debts of company. No money, property, or securities received or held 
 
268 OHIO COEPOEATIONS. 
 
 by such company under the provisions of this act establishing a 
 trust department, shall be mingled with the investments of the cap- 
 ital stock or other moneys or property belonging to said company, 
 or be liable for debts or obligations thereof. 
 
 LiabiMy of stockholders. The stockholders of such company shall be 
 held individually liable for all contracts, debts, and engagements of 
 such company, lo the extent of the amount of their stock therein at 
 the par value thereof, iu addition to the amount invested in such shares. 
 
 Trustees to notify auditor of state of organization (f company, and 
 make statement — Auditor of state may appoint expert to examine affairs of 
 such companies. The trustees of all companies organized under this 
 act shall, within six mouths after the incorporation of such company, 
 notify the auditor of state of the date of the organization thereof, 
 and shall within ten days after the annual meeting thereof in each 
 year, make under oath, a complete statement of the condition of 
 said company, in which they shall specify the different kinds of its 
 liabilities, and the different kinds of its assets, stating the amount 
 of each kind, which statement shall be filed with the auditor of 
 state and published in his annual report, and said auditor of state 
 shall have the right and the power at any time, through an expert 
 appointed by him, to make a full examination of the affairs and 
 condition of every such company. The trustees shall also cause said 
 statement to be published in a newspaper of general circulation in the 
 county in which the principal ofRce of such company shall be located. 
 
 Dividends, and how paid. The tiustees shall have power by their 
 by-laws, as often as they may deem proper, to make and declare 
 dividends of the profits of said company after paying its expenses 
 and reserving and setting aside the reserve as herein before required, 
 and such other amount as they deem advisable wherewith to meet 
 any contingency in its business. The dividends authorized herein 
 shall be payable to the share-holders within twenty daj^s from and 
 after the time the same are so declared. No company organized un- 
 der this act sliall commence business until all of its authorized cap- 
 ital shall have been paid up iu cash. 
 
 Increase of capital stock. Any safe-deposit and trust company may 
 increase its capital stock as provided in sections iMrty4wo hundred 
 and tixty-tivo and thirty-two hundred and sixty-three of the revised stat- 
 utes, and in case of such increase, either by preferred or common 
 stock, the stockholders of such company at the time of such in- 
 
SAVINGS AND LOAN ASSOCIATIONS. 269 
 
 crease shall each be entitled to a pro rata share of such increase of 
 stock upon payment of the par value thereof; such right to such 
 pro rata share of such increased stock shall, however, be forfeited by 
 such stockholder who shall fail to pay the amount required of him 
 for such pro rata share of the increased stock within thirty days after 
 the time fixed by the trustees for such payment, by public notice in 
 a newspaper published in the county in which the principal place 
 of business of such compaiiy is located, and written or printed no- 
 tice mailed to him. 
 
 Assignment and transfer of stock. The stockholders of such com- 
 pany shall have power to provide and determine, as they may see 
 fit, the conditions upon which the shares of stock of said company 
 shall be assignable and transferable, and said shares of stock of said 
 company shall be assignable and transferable according to such rules 
 and regulations and upon such conditions as the stockholders shall 
 for that purpose make and establish, and not otherwise. [77 Ohio 
 L. 101.] 
 
 Sec. 1. Collateral loan companies ; their object. That in all coun- 
 ties, containing a city of the second grade of the first class, any 
 number of persons not less than seven, may associate and form a 
 collateral loan company in the manner prescribed by the revised 
 statutes. The object of such association shall be to make loans upon 
 pledges of goods and chattels of every kind ; also, on mortgage on 
 goods and chattels ; it shall not do a deposit or exchange business, 
 nor shall it make loans upon any other kind of securities than that 
 above named. [82 O.L. 132.] 
 
 Sec. 2. Capital stock ; power to borrow. The capital of said com- 
 pany shall be raised by subscription. It shall not exceed five hun- 
 dred thousand dollars, in shares of fifty dollars each ; and no one 
 person shall own more than one-seventh of the stock subscribed. It 
 shall have the power to borrow on its own notes, not exceeding the 
 amount of its capital paid in, and for periods not exceeding one 
 year. [83 Ohio L. 144.] 
 
 Sec. 3. Board of directors, officers, by-laivs. The government of 
 the company shall be in a board of seven directors, who shall be 
 residents of the county where the association is located, five of whom 
 shall be chosen annually by the stockholders, together with one to 
 be appointed by the governor of the state, and one to be. appointed 
 by the mayor of the city where such company may be located, 
 
270 OHIO CORPORATIONS. 
 
 vfhose term of office shall also be for one year. The board thus 
 created shall elect one of their number president, and such other 
 officers as may be deemed necessary. Said directors may also estab- 
 lish such by-laws, rules and regulations for conducting the business 
 of said company as they may deem necssary, not inconsistent with 
 the laws of this state. [82 O. L. 132.] 
 
 Sec. 4. Organization. When twenty thousand dollars have been 
 duly subscribed, and one-fourth of said subscribed capital has been 
 actually paid in, the stockholders may organize, as hereinbefore pro- 
 vided, and proceed to transact business under the provision of this 
 act. [83 Ohio L. 144.] 
 
 Sec. 5. Loans; rate of interest, etc. When the company has dis- 
 posable funds, it shall loan on all goods and chattels offered, embraced 
 within its rules and regulations, in the order in which they are of- 
 fered ; with the exception that the company shall always discriminate 
 in favor of small loans to the indigent. It shall loan to four-fifths 
 of the appraised value on gold and silver plate and ware, and to 
 two-thirds of such value on all other goods and chattels as aforesaid. 
 In no case shall the rate of interest charged exceed eight per cent 
 per annum, and any other charges, including insurance, investiga- 
 tion of titles, and the expense of the custody and care of all prop- 
 erty offered as security, shall not exceed ten per cent per annum on 
 the amount loaned. [83 Ohio L. 144.] 
 
 Sec. 6. Maturity of loans ; right to redeem. All loans shall be on 
 a time fixed, and for a period of not over one year ; and the pledger 
 shall have the right to redeem his property pledged, at any time, . 
 within the specified period, at the rate of compensation to the time 
 of offer to redeem. [82 0- L. 132.] 
 
 Sec. 7. Sale of unredeemed property; proceeds; pavm tickets. K 
 the property pledged is not redeemed within the time limited, the 
 same shall be sold at auction, and the net surplus, after paying loan 
 charges and expenses, shall be held one year for the owner ; when, 
 if not demanded within said year, it shall be forfeited to the com- 
 pany. The company shall give to each pledger, a card inscribed 
 with the name of the company, the article or articles pledged, name 
 of the pledger, the amount of the loan, the rate of compensation, 
 the date when made, the date when payable, and the page of the 
 book where recorded. [82 O. L. lo2.] 
 
 Sec. 8. Reports of company's business. The president and direc- 
 
FEEE BANKING. 271 
 
 tors of said company shall report in writing, to the stockholders and 
 to the governor of the state, full and accurate statistics of its busi- 
 ness, and of its financial condition, in the month of November, in 
 each year, and at such other times as they may be requested to do 
 so by the governor of the state. [82 O. L. 132.] 
 
 Sec. 9. Transfers of stock The stock of said company shall be 
 transferable only at the office of said company, and on its books. 
 
 Sec. 10. AjDplicabUity of statutes to stocMiolders. The stockhold- 
 ers of said corporations shall be subject to the provisions of section 
 3258 of the revised statutes of Ohio, and to all other provisions of 
 the revised statutes, where applicable. [82 Ohio L. 132.] 
 
 FEEE BANKING. 
 
 An Act to authorize free banking, passed March 21, 1851, 49 v. 41. (3 Will- 
 iam's Rev. Stat. 366. 
 
 Sec, 1. Who may engage in banking. Be it enacted by the General 
 Assembly of tlie State of- Ohio, That any number of natural persons, 
 not less than three, may engage in the business of banking, with all 
 the rights, privileges, and powers conferred by and subject to the re- 
 strictions of this act. 
 
 Banks — How Established. 
 
 Sec. 2. Certificate to be made — Copy to be deposited with secretary 
 of date. Persons associating to form a banking company shall, 
 under their hands and seals, make a certificate, which shall specify: 
 
 First — ^The name assumed by such company, and by which it shall 
 be known in its dealings; also, the name of the place where its 
 banking operations shall be carried on, at which place such banking 
 company shall keep an office for the transaction of business, and for 
 the redemption of its circulating notes. 
 
 Second — The amount of the capital stock of such company, and 
 the number of shares into which the same is divided. 
 
 Third — The name and place of residence, and the number of 
 shares held by each member of the company. 
 
 Fourth — The time when such company shall have been formed. 
 Such certificate shall be acknowledged before a justice of the peace 
 or notary public, and shall be recorded by the recorder of the county 
 where such company is to be established, in a book to be kept by him 
 for that purpose, which shall, at all times during office hours, be kept 
 open for inspection of any person wishing to examine the same ; and 
 a copy of said record, duly certified, shall be by the recorder trans- 
 
272 OHIO COEPOEATIONS. 
 
 mitted to the secretary of state, who shall record and carefully pre- 
 serve the same in his office ; copies thereof, duly certified by either 
 of those officers, may be used as evidence in all courts and places, 
 for and against any such company, and shall be conclusive evidence 
 of the legal existence of such banking company. 
 
 Sec. 3. Capital stock. The capital stock of each company hereby 
 authorized, exclusive of the securities of such company, deposited 
 with the auditor of state for 'the redemption of the notes of circula- 
 tion of such company, shall be at least twenty-five thousand dollars, 
 and shall not exceed five hundred thousand dollars ; and any such 
 company may, from time to time, increase its capital stock to any 
 amount not exceeding five hundred thousaad dollars. 
 
 Sec. 4. Sixtij per cent of stock to he paid in. Every such bank- 
 ing company, before commencing business, shall have paid in and 
 remaining in its possession, bona fide, the property of such company, 
 for the sole purposes of such company, sixty per centum of its entire 
 capital stock, and the residue shall be paid in in such installments 
 as may be required by the directors of any such company. 
 
 Sec. 5. Governor, auditor, and secretary of state to furnish company 
 a certificate. Whenever any company herein authorized shall fur- 
 nish to the auditor, governor, and secretary of state satisfactory evi- 
 dence that such company has complied with the preceding sections 
 of this act, said auditor, governor, and secretary shall furnish to 
 such company a certificate of such fact, under their hands and under 
 the great seal of the state, which shall be recorded in the office of the 
 secretary of state, in the same book in which is required to be re- 
 corded the certificate provided for in the second section of this act. 
 
 Secs. 6, 7, 8 and 9 repealed AprU 24, 1879. [76 y. 72.] 
 
 Sec. 10. Powers of the company. Every company formed under 
 this act, after having procured the certificate required in the fifth 
 section of this act, shall be, and hereby is created a body politic and 
 corporate, with succession, until the year eighteen hundred and 
 seventy-two, and thereafter, until the repeal of this act ; and by its 
 name shall have power to contract, and to prosecute and defend 
 suits and actions of every description, as fully as natural persons; 
 to loan money, buy, sell, and discount bills of exchange, notes, and 
 all other written evidences of debt, except such as may be herein 
 prohibited ; to receive deposits, buy and sell gold and silver coin 
 and bullion, collect and pay over money, and transact all other busi- 
 
FEEE BANKING. 273 
 
 ness properly appertaining to banking, subject to the provisions and 
 restrictions of this act; may acquire, hold, and convey such real 
 estate as may be necessary to the convenient transaction of its busi- 
 ness, and no more ; but may, however, acquire title to any real 
 estate pledged to secure any debt previously contracted or purchased 
 on an execution or order of sale, to satisfy any judgment or decree 
 in its favor, or which shall have been conveyed to it in payment of 
 any previous debt ; but shall not hold any real estate, so acquired, 
 longer than is necessary to avoid a loss of any part of the debt, in- 
 terest, and costs for the collection or security of which it was ac- 
 quired ; but at any time before selling the same, upon being ten- 
 dered by the last preceding owner, or his legal representative, such 
 sum as shall be necessary to save such company from loss of any 
 part of the debt, interest, taxes, costs, and other necessary charges 
 for the collection or security of which said real estate was acquired, 
 such company shall release to such owner, his legal representative or 
 assigns, all its right, title, and interest therein. 
 
 Sec. 11. Stock to be personal property, etc. The capital stock of 
 every company shall be divided into shares of fifty dollars each, 
 which shall be deemed personal property, and shall only be assign- 
 able on the books of the company in such a manner as its by-laws 
 shall prescribe ; each bank shall have a lien upon all stock owned 
 by its debtors, and no stock shall be transferred without the consent 
 of a majority of the directors, while the holder thereof is indebted 
 to the company^ 
 
 Sec. 12. No lien to be taken on capital stock. No company shaU 
 take, as security for any loan or discount, a lien upon any part of its 
 capital stock ; but the same security, both in kind and amount, shall 
 be required of shareholders as of persons not shareholders ; and no 
 banking company shall be the holder or purchaser of any portion of 
 its capital stock, or of the capital stock of any other incorporated 
 company, unless such purchase shall be necessary to prevent loss 
 upon a debt previously contracted in good faith, on security which, 
 at the time, was deemed adequate to insure the payment of such 
 debt, independent of any lien upon such stock ; and stock so pur- 
 chased shall in no case be held by the company so purchasing, for a 
 longer period of time than six months, if the same can be sold for 
 what the stock cost at par. 
 18 
 
274 OHIO COEPOEATIONS. 
 
 Sec. 13. Wlio may vote at elsdions. In all elections of directors, 
 and in deciding all questions at meetings of tlie stockholders, each 
 share shall entitle the owner thereof to one vote ; stockholders may 
 vote by proxies, duly authorized in writing, but no officer, clerk, 
 teller, or book-keeper of the company, shall act as proxy. 
 
 Sec. 14. Officers, and who dvgihh. The affairs of every com- 
 pany, formed and, organized to carry on the business of banking, 
 under the provisions of this act, shall be managed by not less than 
 three nor more than five directors, as may be determined by a major- 
 ity in interest of the stockholders ; every director shall, during the 
 whole term of his service, be a resident of this state ; at least three- 
 fourths of the director shall have resided in thb state two years next 
 previous to their election as directors ; the directors of each banking 
 company, collectively, shall own at least one-tenth of its capital 
 stock ; each director shaU take an oath that he wHl, so far as the 
 duty devolves on him, diligently and honestly administer the affairs 
 of the company, and not knowingly violate, or willingly permit to 
 be violated, any of the provisions of this act ; that he is the bona 
 fide owner, in his own right, of the stock, specifying the amount 
 standing in his name, on the boolcs of the company, and that the same 
 is not hypothecated, or in any way pledged as security for any loan 
 obtained or debt owing, which oath, subscribed by himself, and cer- 
 tified by the officer before whom it was taken, shall be filed and 
 carefuUy preserved in the office of the recorder of the county in 
 which the banking company is located. 
 
 Sec. 15. Term of office of directors. The directors of any bank- 
 ing company first elected, shall hold their places until the first Mon- 
 day in January next thereafter, and until their successors shall be 
 elected and qualified ; all subsequent elections shall be held annually, 
 on the first Monday of January, at the office of the bank, and the 
 directors so elected, shall hold their place for one year, and until 
 their successors are elected and qualified ; but any director removing 
 from the state, shall thereby vacate his place ; any vacancy in the 
 board shall be filled by appointment, by the remaining directers ; 
 the director so appointed shall hold his place until the next annual 
 election, and if, from any cause, an election of directors shall not be 
 made at the time appointed, the company shall not, for that cause, 
 be dissolved, but an election may be held on any subsequent day, 
 
FEEE BANKING. 275 
 
 thirty days' notice thereof having been given in a newspaper printed 
 and in general circulation in the county where the company is 
 located. 
 
 Sec. 16 repealed AprU 24, 1879. [76 v. 72.] • 
 
 Sec. 17 [as amended and took effect April 24, 1879, 76 v. 72]. 
 Banking companies shall not circulate evidences of debt as money. No 
 banking company, either heretofore or hereafter organized under 
 . this law, shall at any time issue, or have in circulation, any note, 
 draft, bill of exchange, acceptance, certificate of deposit, or any 
 other evidence of debt, which, from its character, form, or appear- 
 ance, shaU be calculated or intended to circulate as money ; and 
 every violation of this section, by any ofiicer or member of a bank- 
 ing company, shall be deemed and judged a misdemeanor, punished 
 by fine or imprisonment, or both, in the discretion of the court hav- 
 ing cognizance thereof, as now provided by law. 
 
 Sec. 18 repealed April 24, 1879. [76 v. 72.] 
 
 Sec. 19 [as amended and took effect April 24, 1879, 76 v. 72]. 
 When prohibited from making loans — When bonds are equivalent to law- 
 ful money. Each banking company shall at all times have on hand, 
 of lawful money of the United States, an amount equal to at least 
 twenty per centum of its deposits ; and whenever the lawful money 
 of any company shall fall below twenty per cent of its deposits, such 
 company shall not make any new loan or discount, otherwise than 
 by discounting or purchasing bills of exchange payable at sight, nor 
 make any dividends of its profits, until the required proportion of its 
 deposits, and its lawful money of the United States, shall be re- 
 stored ; and for such purpose money actually invested in bonds of 
 the United States shall be deemed equivalent to lawful money of the 
 United States. 
 
 Sec. 20 [as amended and took effect April 24, 1879, 76 v. 72]. 
 Not liable for more than amount of capital stock — Exceptions. No 
 banking company herein authorized shall at any time be indebted, 
 or in any way liable, to an amount exceeding the amount of the 
 capital stock at such time actually paid in and remaining as -capital 
 stock, undiminished by losses or otherwise, except on the following 
 accounts : 
 
 First — On account of moneys deposited with or collected by such 
 
 company. 
 
276 OHIO CORPORATIONS. 
 
 Second — On account of bills of exchange or drafts drawn against 
 money actually paid on deposit to the credit of or due to such com- 
 pany. 
 
 Third — Liabilities of its stockholders on account of moneys paid 
 in as capital stock, and dividends thereon, and such stockholders 
 shall be liable, over and above the stock by him or her owned, and 
 any amount unpaid thereon, to a further sum at least equal in 
 amount to such stock. 
 
 Sec. 21 repealed AprO 24, 1879. [76 v. 72.] 
 
 Sec. 22. Capital stock not to be witlidrawn. No banking company 
 shall, during the time it shall continue its operations as a bank, with- 
 draw or permit to be withdrawn, either in form of dividends, loans 
 to stockholders, for a longer period of time than six months, or in ' 
 any other manner, any portion of its capital stock, and if losses shall 
 at any time have been sustained by any banking company, equal to, 
 or exceeding its undivided profits then on hand, no 'dividends shall 
 be made, and no dividend shall ever be made by any banking com- 
 pany, while it shall continue its banking operations, to an amount 
 greater than its net profits then on hand, deducting therefrom its 
 losses, bad and suspended debts, and all debts due to a banking com- 
 pany, on which interest is past due and unpaid for a period of six 
 months, unless the same shall be well secured, and shall be in pro- 
 cess of collection, shall be considered bad or suspended debts within 
 the meaning of this act. 
 
 Sec. 23 [as amended and took efiect April 24, 1879, 76 v. 72]. 
 Sow declare dividend — Shcdl report semMmnvaUy to auditor of state. 
 The directors of each banking company shall, semi-annUally, declare 
 a dividend of so much of the net profits of the company as they 
 shall judge expedient ; but such company shall, before the declara- 
 tion of a dividend, carry one-tenth part of its net profit of the pre- 
 ceding half year to its surplus fund, until the same shall amount to 
 twenty per centum of its capital stock ; every banldng company 
 shall make to the auditor of state a report, according to the form 
 which may be prescribed by him, verified by the oath of the presi- 
 dent or cashier of such company, which report shall exhibit in 
 detail, and under appropriate heads such as he shall require, the re- 
 sources and liabilities of the company before the commencement of 
 business in the morning of the first Monday of the months of Janu- 
 
FREE BANKING. 277 
 
 ary and July of each year, and shall transmit the same to the audi- 
 tor of state within ten days thereafter. 
 
 Sec. 24 repealed April 28, 1873. [70 v. 178.] 
 
 Sec. 25 [as amended and took effect April 24, 1879, 76 v. 72]. 
 Liabilities specified — Proviso. The total liabilities of any person, 
 company, corporation, or firm, for money borrowed, includiag in the 
 liabilities of the several members thereof to any banking company 
 herein authorized, shall at no time exceed one-tenth part of the 
 amount of the capital stock of such company actually paid in : pro- 
 vided, that the discount of bona fide biUs of exchange drawn against 
 actually existing values, and the discount of commercial or business 
 paper actually owned by the person or persons, corporation or 
 firm negotiating the same, shall not be considered money bor- 
 rowed. 
 
 Sec. 26. Uncurrent notes not to he paid out. No banking com- 
 pany shall, at any time, pay out on loans or discounts, or in pur- 
 chasing of drafts or bills of exchange, or in payment of depositors ; 
 nor shall it in any other mode, put in circulation the notes of any 
 bank or banking company, either in or out of this state, which notes 
 shall not at that time be receivable at par, in payment of debts, and 
 by the company so paying out or circulating such notes ; nor shall 
 it knowingly pay out or put in circulation any notes, issued by any 
 bank or banking company, which, at the time of such paying out or 
 putting in circulation, Ls not redeeming its notes in gold and silver, 
 nor any notes issued by any bank out of this state, of a denomina- 
 tion less than five dollars. 
 
 Sec. 27. Xotes, etc. , to whom payable. All notes, bills, and other 
 evidences of debt, excepting bills of exchange, discounted by any 
 banking company, shall be made, by the terms thereof, or by special 
 indorsement, payable solely to such company ; and no such evidence 
 of debt shall be assignable, except for collection, or for the following 
 purposes : First — To pay and redeem the circulating notes of such 
 company ; Second — To pay other liabilities of the said company ; 
 and after such liabilities shall have been discharged, Third — To 
 divide among the shareholders on their stock. 
 
 Sec. 28. What transactions are void. All transfers of notes, 
 bonds, bills of exchange, and other evidences of debt, owing to any 
 banking company, or of deposits to its credit; all assignments or 
 
278 OmO COEPOEATIONS. 
 
 mortgages, or other securities on real estate, or of judgments or de- 
 crees in its favor ; all deposits of money, bullion, or other valuable 
 thing for its use, or for the use of any of its stockholders or cred- 
 itors ; aU payments of money to either, made after the commission 
 of an act of insolvency, or in contemplation thereof, with a view to 
 . prevent the application of its assets in the manner prescribed by this 
 ' act, or with a view to the preference of one creditor to another, ex- 
 cept in payment of its circulating notes, shall be held utterly null 
 and void. 
 
 Sec. 29. Penalty for violation of the provisions of this act. If the 
 directors of any banking company which shall have availed itself of 
 any of the privileges granted by this act, shall knowingly violate, or 
 knowingly permit any of the officers, agents, or servants, of such 
 company, to violate any of the provisions of this act, all the rights, 
 privileges, and franchises of said company, derived from this act, 
 shall thereby be forfeited ; such violation shall, however, be deter- 
 mined and adjudged by a court of competent jurisdiction, agreeably 
 to the laws of this state, and the practice of such court, before the 
 corporation shall be declared dissolved ; and in case of such viola- 
 tion, every director who participated in or assented to the same, shall 
 be held liable, in his personal and individual capacity, for all dam- 
 ages which the company, its shareholders, or any other persons, body 
 politic or corporate, shall have sustained in consequence of such 
 violation. 
 
 Sec. 30 [as amended and took effect April 24, 1879, 76 v. 72]. 
 Relating to embezzlement, etc., hy hank officers, employes, and agents — 
 Penalty. Every president, director, cashier, teller, clerk, or agent 
 of any banking company, who shall embezzle, abstract, or wiUfuUy 
 misapply any of the moneys, funds, or credits of such company, or 
 shall, without authority from the directors, issue or put forth any 
 certificate of deposit, draw any order or bill of exchange, make any 
 acceptance, assign any notes, bonds, drafts, or bills of exchange, 
 mortgage, judgment or decree, or shall make any false entry in any 
 book, report, or ftatement of the company, with intent in eitlier 
 case to injure or defraud thb company, or any other company, body 
 politic or corporate, or any individual person, or to deceive any of- 
 ficer of the company, or any agent appointed to inspect the affairs 
 of any banking company in this state, shall be guilty of an offense, 
 
FEEE BANKING. 279 
 
 and, upon conviction thereof, shall be confined in the peniten- 
 tiary, at hard labor, not less than one year, nor more than ten 
 years. 
 
 Secs. 31, 32, 33, 34, 35, 36 and 37 repealed April 24, 1879. [76 
 V. 72.] 
 
 Sec. 38. No dividends to be made when capital stock is diminished. 
 If the original capital stock of any of such banking companies shall 
 in any manner be diminished, or any portion thereof be withdrawn 
 for any purpose whatever, while any debts or demands against such 
 company remain unsatisfied, no dividends shall thereafter be made 
 on the shares of the capital stock of such company, until the original 
 amount of the capital stock shall be restored, either by contribution 
 of the shareholders, or out of the profits of the business of such 
 company ; and in case any dividend shall be made while the capital 
 stock shall remain so diminished or withdrawn, it shall be the duty 
 of any court, having competent jurisdiction, to make the necessary 
 orders and decree for dosing the affairs of such company, and 
 dividing its effects among its creditors and shareholders, as in this 
 act provided. 
 Sec. 39 repealed April 24, 1879. [76 v. 72.] 
 Sec. 40. Stockholders shall not be liable to bank beyond two-fifths of 
 capital stock. The stockholders collectively, of any banking com- 
 pany, shall at no time be liable to such company, either as principal 
 debtors or sureties, or both, to an amount greater than two-fifths of 
 the amount of capital stock actually paid in and remaining un- 
 diminished by losses or otherwise, nor shall the directors be so liable 
 by the by-laws of such company, adopted by its stockholders to reg- 
 ulate such liabilities ; and it shall be the duty of the auditor, treas- 
 urer, and secretary of state, or a majority .of them, as often as once 
 in each year, to appoint some suitable person in the vicinity of each 
 banking company, who shall not be a stockholder in any bank of this 
 state, who shall have power to make a thorough examination into 
 all the afikirs of the bank which he may be appointed to examine ; 
 and, in so doing, to examine any of the officei-s and agents of such 
 bank, on oath ; and such agent shall make a detailed report of the 
 condition of such bank to the auditor of state ; and the banking 
 companies herein authorized shall be subject to any other visitorial 
 powers authorized by law; and every agent appointed, as in this 
 
280 OHIO COEPOEATIONS. 
 
 section provided, shall receive for his services at the rate of two dol- 
 lars for each day by him employed in such examination, and two 
 dollars for every twenty-five mUes he shall necessarily travel, in the 
 performance of his duty, which shall be paid by the banking com- 
 pany by him examined. 
 
 Secs. 41, 42, repealed April 24, 1879. [76 v. 72.] 
 Sec. 43. List of sliareholders and amount of stock to be kept and 
 fled with recorder of county. The president and cashier of every 
 company, formed pursuant to the provisions of this act, shall, at all 
 times, keep a true and correct list of the names of all the sharehold- 
 ers of such company, and the amount of stock owned by each, and 
 shall file a copy of such list, in the office of the recorder of the 
 county where any office of such company may be located, and also 
 in the ofiice of such company, and also in the office of the audi- 
 tor of state, in the months of January and July, in every 
 year. 
 
 Secs. 44, 45, 46, repealed April 24, 1879. [76 v. 72.] 
 Sec. 47. Conflictin'g laws repealed. .All laws now in force, which 
 are applicable to the banking companies herein authorized, and 
 which conflict with the provisions of this act, are repealed, so far as 
 the same may be applicable to the banking companies herein author- 
 ized. 
 
 POWEES OP CEETAm COEPOEATIONS. 
 Section Section 
 
 3822. Avenue companies. 3831. Other like associations may 
 
 3823. Other turnpiks companies. have benefit of these pro- 
 
 3824. When company may take visions. 
 
 tolls. 3832. May purchase or lease build- 
 H825. When consent of authorities ings. 
 
 necessary. 3833. Building associations. 
 
 :i826. Authorities may surrender 3831. May take deposits. 
 
 roads to company. 3835. May expend ten per cent of 
 
 3827. Boards of trade and chambers earnin{;s. 
 
 of commerce. 3836. Stock held by trustees. 
 
 3828. May appoint committees of ar- 3837. Co-operative trade associations. 
 
 bitration. 3838. Common carrier companies. 
 
 3829. May require bonds from offi- 3839. Any company may subscribe 
 
 cers. to its stock. 
 
 3830. May appoint inspectors, etc. 3840. Dock companies. 
 
POWEES OF CERTAIN CORPORATIONS. 
 
 281 
 
 3841. Elevator companies. 3864. 
 
 3842. When railroad company may 
 
 take stock in such company. 3865. 
 
 3843. Farm laborers' associations. 
 
 3844. What investments it may make. 3866. 
 
 3845. Must report to attorney-gen- 3867. 
 
 eral. 
 
 3846. Consolidation of two associa- 3868. 
 
 tions. 
 
 3847. Attorney-general to report an- 3869. 
 
 nually. 
 
 3848. May maintain libraries. 3870. 
 
 3849. Ferr3' companies. 
 
 3850. Piremeu's relief associations. 3871. 
 
 3851. Certain powers of such associa- 3872. 
 
 tions. 
 
 3852. Their power to acquire and 3873. 
 
 dispose of property. 
 
 3853. Fishery companies. ,S874. 
 
 3854. Companies for improvement of 3875. 
 
 navigable streams. 
 
 3855. Manufacturing companies must 3876. 
 
 keep certain accounts. 3877. 
 
 3856. May sxtend their operations. 3878. 
 
 3857. Company to manufacture iron 
 
 may make steel. 3879. 
 
 3858. Market-bouse companies. 3880. 
 
 3859. Powers of such companies. 
 
 3860. May keep streets unobstructed. 3881. 
 
 3861. May construct sewers. 
 
 3862. Mining and manufacturing 3882. 
 
 companies. 3883. 
 
 3863. May subscribe for stock in 3884. 
 
 transportation company. 
 
 Certain companies may- con- 
 solidate. 
 Certain conveyances must be 
 
 made. 
 May build a railroad. 
 Mining companies may acquire 
 
 additional powers. 
 Park, pond, and rink compa- 
 
 niesi 
 May provide for reversion of 
 
 stock, etc. 
 Penalties for trespasses upon 
 
 property of such companies. 
 Sewerage companies. 
 When municipality must buy 
 
 out company. 
 Municipality may contract with 
 
 company. 
 Company may prescribe rates. 
 Powers of municipalities not 
 
 limited. 
 Stock yard companies. 
 Transportation companies. 
 Companies for transportation 
 
 of petroleum. 
 May hold certain propert3'. 
 Further powers of such com- 
 panies. 
 Homes for aged and indigent 
 
 women. 
 Wrecking companies. 
 Fruit companies. 
 Companies for protecting and 
 
 preserving dead bodies. 
 
 Sec. 3822. Avenue companies in certain counties. Companies 
 may be incorporated in any county having not less than one hundred 
 thousand inhabitants, for the purpose of constructing avenues in the 
 counties where they are organized ; such avenues shall be opened 
 not more than one hundred feet in width, at least sixty feet of which 
 
 g 3822. Acts restricted to Montgomery county will be found in 78 Ohio 
 L. 103, and 82 Ohio L. 209. 
 
282 OHIO CORPORATIONS. 
 
 Bhall be cleared of all obstructions, and not less than thirty feet shall 
 be made an artificial road, composed of stone, gravel, or other suit- 
 able material, well compacted together in such manner as to secure 
 a firm and substantial road, and shall not bo less than five miles in 
 length ; and they may enter upon and appropriate any lands for the 
 use of such avenue after having obtained the written consent of a 
 majority of the persons owning the lands sought to be appropriated, 
 which consent shall be"entered upon their records. [53 v. 46, § 12.] 
 S. & C. 343. 
 
 Sec. 3823. Other turnpike companies. A corporation created for 
 the purpose of constructing and maintaining a free public avenue 
 shall construct and maintain its avenue not less than fifty nor more 
 than one hundred feet wide, of such materials as it may deem 
 proper, and shall not charge toll of any kind for the use of its 
 avenue by the public, but may make and enforce all necessary and 
 reasonable regulations for the use and preservation of the same ; 
 and if, in laying out such avenue, it be necessary to enter upon and 
 appropriate any lands or premises, the proceedings therefor shall 
 be instituted and carried on in all respects as is provided by law for 
 the appropriation of private property by municipal corporations. 
 [76 V. 62, § l.J 
 
 Sec. 3824. Wlien company may take tolls. When any such com- 
 pany puts under contract five consecutive miles of any such avenue, 
 and completes not less than two consecutive miles thereof to the 
 acceptance of the county commissioners, or when the whole of any 
 such avenue is completed to such acceptance by any such company, 
 the company may erect a toll-gate thereon for the collection of such 
 tolls as turnpike and plank-road companies are allowed by law to 
 collect ; and when a company completes to such acceptance five con- 
 secutive miles of an avenue, it may erect thereon two toll-gates, at 
 such places as in the opinion of the directors will best subserve the 
 interest of tlie company, for the collection of tolls as above pro- 
 vided. [53 V. 46, § 3.] S. & C. 343. 
 
 Sec. 3825. When consent of authorities necessary. When in lay- 
 ing out any such avenue it becomes necessary to run through or 
 along the line of any village, the board of directors of the avenue 
 company shall obtain the consent of the council of such village to 
 the laying out of such avenue through or along the territory over 
 
POWERS OF CERTAIN CORPORATIONS. 283 
 
 which they have supervision or contxol. [53 v. 46, § 4.] S. & 
 C. 343. 
 
 Sec. 3826. Authorities may surrender road to company. If, on 
 application being made to the council of a village, they are of opin- 
 ion that the public good demands the laying out of such avenue, 
 they may give their written consent to the laying out and construc- 
 tion of the same, which shall have the force and effect of a full and 
 complete release of all authority over the avenue within their cor- 
 porate jurisdiction, and the directors may lay out and construct the 
 avenue through the territory of such village, and control the same 
 in all respects as though the village did not exist. [53 v. 46, § 5.] 
 S. & C. 343. 
 
 Sec. 3827. Officers of board of trade, chamber of commerce, etc. 
 The oiBcers of an incorporated board of trade, - chamber of com- 
 merce, or merchants' exchange shall consist of a president, two 
 vice-presidents, treasurer, secretary, and not less than ten directors, 
 all of whom shall be members of the association, and be engaged in 
 business at, or residents of the city or town where it is established ; 
 they shall be elected by ballot at the annual meeting of the associa- 
 tion, and shall hold their office for one year, unless said association 
 shall by its by-laws provide a longer term for all or any of said offi- 
 cers, and untU iheir successors are elected and qualified ; the officers 
 thus selected, together with said directors, shall constitute the board 
 of directors of such association ; and all other officers, agents, or 
 committees deemed necessary for the interest of the association, shall 
 be elected or appointed in such manner and with such powers as 
 may be provided by the by-laws of the association. And in like 
 manner, said association may have the power to provide for the trial, 
 suspension, fine, or expulsion of any of its members by the board 
 of directors constituted as hereinbefore provided. And said associa- 
 tion may make provision for the relief and support of the families 
 and dependents of deceased members. [80 Ohio L. 39.] 
 
 Sec. 3828. May appoint committees of arbitration. Such corpora- 
 tions may constitute and appoint committees of reference and arbi- 
 tration, and committees of appeals, who shall be governed by such 
 rules and regulations as may be prescribed in rules or by-laws for 
 the settlement of such matters of reference as may be voluntarily 
 submitted for arbitration by members of the association, or by 
 
284 OHIO COEPOEATIONS. 
 
 other persons not members thereof. [63 v. 89, § 5.] S. & C. 
 183. 
 
 Sec. 3829. May require bonds from officers. Such corporations 
 may receive and require of and from their officers, i^hether elected 
 or appointed, good and sufficient bonds for the faithful discharge of 
 their duties and trusts, which bonds shall be conditioned and made 
 payable as prescribed by the by-laws of the corporations, and may 
 be sued [on], and the money collected and held for the use of the 
 party injured, or such other use as may be determined upon by the 
 corporation ; and the president, a vice-president, or the secretary of 
 any such corporation, may administer such oaths of office as may be 
 prescribed in its by-laws. [63 v. 89, § 6.] S. & S. 183. 
 
 Sec. 3830. May appoint inspectors, etc. Every inspector, gauger, 
 weigher, or measurer appointed by any such association shall be 
 recognized as a legally appointed officer, for the duties pertaining 
 to his position, in the city and county wherein the association is 
 located, and shall be subject to all the provisions and penalties of 
 the laws relating to such officers ; and the certificate of such ap- 
 pointee as to his official acts shall be evidence, and binding upon 
 the persons interested. [63 v. 89, § 9.] S. & C. 183. 
 
 Sec. 3830a. Inspectors, gangers, etc. , may appoint deputies. Every 
 inspector, gauger, weigher, or measurer appointed by any board of 
 trade or chamber of commerce heretofore or hereafter organized in 
 this state, may appoint one or more deputies to be approved by the 
 board of directors or board of officers of such board of trade or^ 
 chamber of commerce, and the said inspector, gauger, weigher, or 
 measurer may take from his deputy a bond, with sureties, con- 
 ditioned for the faithful performance of the duties of the appoint- 
 ment, but in all cases said inspector, gauger, weigher, or measurer 
 shall be responsible for his deputy's neglect of duty or misconduct 
 in office. [80 Ohio L. 98.] 
 
 Sec. 3831. Other like associations may have benefit of these provis- 
 ions. Any board of trade or chamber of commerce heretofore or- 
 ganized in this state may avail itself of the privileges and powers, 
 in whole or in part, conferred by the three preceding sections, by 
 making a certificate of its adoption thereof, under its seal, and at- 
 tested by the signatures of its president and secretary, which shall 
 be filed in the office of the secretary of state, and when so filed 
 
POWEKS.OF CERTAIN COEPOEATIONS. 285 
 
 shall confer all the privileges and powers so defined. [63 v. 89, § 
 11.] S. & S. 184. 
 
 Sec. 3832. May purchase or lease buildwigs. Any such incorpo- 
 rated association may purchase or lease suitable grounds, and erect 
 thereon such buildings as the board of directors deem proper for the 
 interest of the associsftion ; and such association may lease any por- 
 tion of such building that is not occupied by or needed for its im- 
 mediate use. [74 V. 145, § l.J 
 
 Sec. 3833. Building associatioiis — Powers. A corporation or- 
 
 § 3833. The fact that a member of such association holds a greater num- 
 ber of shares than is allowed by its by-laws, but not in excess of the number 
 limited by the statute, is no defense against a claim which the corporation 
 has against him on account of such shares ; and such associations are not 
 required to ascertain the use to which a memb,er, who obtains a loan on his 
 stock, intends to apply the money. Hagerman v. Building Association, 25 
 Ohio St. 186. 
 
 Such corporation, under the act of May 9, 1868 (65 v. 173), may, by its 
 by-laws, assess and collect a reasonable fine, from a member of the associa- 
 tion, for default in the payment of his stated dues, but can not assess or col- 
 lect more than one fine for the non-payment of the same stated due; and 
 there is no power conferred upon the corporation to levy, assess, or collect a 
 fine for any default in the payment of interest, lb.; Building Association v. 
 Gallagher, 25 Ohio St. 208; but when the law under which the association is 
 organized allows a. greater rate of interest than the general law, it is not 
 usury to take such greater rate. Lucas v. Building Association, 22 Ohio 
 St. 339. 
 
 The advancement of money by an association to its members, as provided 
 in the act of February 21, 1867 (64 v. 18), is not the exercise of banking 
 powers; and such associations are not authorized to charge interest on the 
 premiums allowed for precedence in taking loans, the money actually ad- 
 vanced being the basis for the computation of interest. Building Associa- 
 tion V. Gallagher, supra. 
 
 When a loan is advanced to a member on his stock, it ig within the ca- 
 pacity of the corporation to take security from such member, by mortgage, 
 or otherwise, for the payment of fines, as well as stated dues, which may be 
 lawfully assessed on account of such stock. Hagerman v. Building Associa- 
 tion, supra. 
 
 The payment of stated dues and fines can not be resisted by a member on 
 the ground that the by-laws of the association have not been adopted by a 
 vote of the members or directors, when it appears that they have been re- 
 corded, acted upon, and enforced as the by-laws^ of the association. lb. 
 
 After the breach of the condition of a mortgage given to secure the pay- 
 
286 Ohio coepoeations. 
 
 ganized for the purpose of raising money to be loaned among ita 
 members for use in buying lots or in building or repairing houses, 
 or other purposes, may levy, assess and collect from its members 
 such sums of money, by rates of stated dues, fines, interest and 
 premiums on loans, or may otherwise raise money, as the corpora- 
 tion by its constitution and by-laws shall provide ; and it may ac- 
 quire, hold, incumber and convey all such real estate and personal 
 property as may be legitimately pledged to it on such loans, or may 
 otherwise be transferred to it in the due course of its business ; but 
 the dues, fines and premiums so paid by its members, although in 
 addition to the legal rate of interest on loans taken by it, shall not 
 
 ment of stated dues, interest, and loans advanced, and fines, the decree in 
 an action to foreclose should be confined to the amount of such dues, inter- 
 est, and fines then due and unpaid. lb. 
 
 An association incorporated under the act of May, 1868 (65 v. 137, 173), 
 has not the power to refuse to loan its funds to its members; nor to establish 
 such rules and regulations, or so conduct its business, as to prevent the loan 
 of its funds to a member who bids the highest premium therefor; nor to 
 borrow money for the purpose of lending it;- nor to divide or distribute ita 
 funds among its members in advance of the distribution at the winding up 
 of the corporation ; nor to traffic in shares of its own stock. State v. Build- 
 ing Association, 35 Ohio St. 258. 
 
 Such corporation, acting in good faith and reasonably, may compromise 
 with a member, and release him from furthar obligation to the corporation 
 whether the indebtedness be for a loan or on subscription. lb. 
 
 An executory contract between a building association and a, member in 
 respect to more than twenty shares is ultra vires and can not be enforced. 
 Simpson v. Building and Savings Association, 38 Ohio St. 349. 
 
 The act of May 9, 1868, does not grant banking powers within meaning 
 of section 7, article 13, of constitution. Bates v. People's S. & L. Assn., 42 
 Ohio St. 655. 
 
 A borrower who has deposited money to procure a loan is estopped to 
 deny that he is in fact a depositor. lb. 
 
 Such corporation can take only rate of interest allowed by law, and pre- 
 mium bid for precedence in taking a loan at a competitive sale of such 
 right. lb. 
 
 Such corporation may pay taxes or assessments levied on real estate 
 mortgaged to it to secure a loan and will have first lien therefor, it having 
 no knowledge of defect or illegality in the assessment; and where the same 
 were paid by its secretary and treasurer for the corporation with its money 
 and he prayed for judgment in his own name: held, judgment for corpora- 
 tion for such payments, without amending petition, was not error. lb. 
 
POWERS OF CERTAIN CORPORATIONS. 287 
 
 be construed to make the loans so taken usurious; and no person 
 shall hold more than twenty shares in any such corporation in his 
 own right. [83 Ohio L. 116.J 
 
 Sec. 3834. Deposits. Such corporation may receive on deposit 
 all sums of 'money offered for that purpose, on such terms, and at 
 such rates of interest, not exceeding the legal rate, as may be pre- 
 scribed by the board of directors, and loan the same pursuant to the 
 preceding section. [83 Ohio L. 116.] 
 
 Sec. 3835. [Repealed and re-enacted as sections 3835a, b, c, d 
 and e. 83 Ohio L. 116.] 
 
 Sec. 3835a. Application of earnings. So much of the earnings 
 as may be necessary shall be set apart to defray the current expenses 
 of the corporation, and a portion of the earnings, to be determined 
 by the board of directors, shall be reserved, annually or semi-an- 
 nually, for the payment of contingent losses, and the residue of 
 such earnings or dividends shall be transferred to the credit of all 
 members, to be paid to them at such times, and in such manner, 
 and in such proportions as the corporation by its constitution and 
 by-laws in conformity with this act may provide ; and upon the 
 cancellation of any share or shares that have been fully paid, the 
 corporation shall pay to such member or members their pro rata 
 share of so much of the reserve fund as has been accumulated dur- 
 ing the membership and remains therein at the time of the termina- 
 tion of the membership of such member or members. [83 Ohio 
 L. 116.] 
 
 Sec. 38356. Constitution and by-laws. Such corporation shall 
 be authorized to provide, in their constitution and by-laws, rules 
 and regulations, for the terms of membership ; for the manner of 
 subscribing shares of stock therein ; for an annual or semi-annual" 
 division of the dividends or earnings among the members; for a 
 rebate of interest at the end of each year on the amount of dues 
 paid on loans ; for the sale of money ; for the time and amount of 
 payment of dues, interest, premiums, fines and other assessments ; 
 for the withdrawal of non-borrowing members, and also for, the 
 withdrawal by non-borrowing members of part payments on their 
 shares of stock ; for the cancellation of the securities of borrowing 
 
 § 3835. See Seibel v. Building Association, 43 Ohio St. 371, as to shares, 
 interest, value, etc. 
 
288 OHIO CORPORATIONS. 
 
 members upon demand being made by them or their legal repre- 
 sentatives. [83 Ohio L. 116.] 
 
 Sec. 3835c. Adjmtment of loans tcith members — Terms. All adjust- 
 ments of loans between such corporations and its borrowing mem- 
 bers shall be upon the following terms, to wit : after the premium 
 for one year has been paid, and also the interest and premium on 
 such loans up to the day of settlement, the borrowing member 
 shall pay to the corporation an amount which, added to the dues 
 aud dividends credited, will equal the sum actually borrowed ; and 
 also such fines and other assessments as provided by the constitution 
 and by-laws of such corporation. [83 Ohio L. 116.] 
 
 Sec. 3835d. Taxation of shares. The stock or shares of indi- 
 vidual members or depositors of such corporation shall be consid- 
 ered and held as credits, and the said members and depositors, in- 
 dividually, shall list for taxation the number of shares held by 
 them, and the true value thereof in money, on the day preceding 
 the second Monday in April in each year, and the same shall be 
 assessed at such valuation for taxation and taxes as other property. 
 [83 Ohio L. 116.] 
 
 Sec. 3835e. Increase of capital dock. Any buUding association, 
 after at least three-fourths of its capital stock is fuUy subscribed 
 and taken, may increase its capital stock by a vote of its board of 
 directors, a majority of the members of such board of directors 
 voting in favor thereof; and a certificate of such action of the 
 board of directors shall be filed with the secretary of state. [83 
 Ohio L. 116.] 
 
 Sec. 3836. Shares owned by minors. AU shares of stock held 
 in such corporations by or in the name of a minor, shall, upon 
 * application therefor, be paid to such minor or persons who hold 
 such shares of stock for the minor, and the same shall be valid pay- 
 ment. [83 Ohio L. 116.J 
 
 Sec. 3837. Co-operative trade assotiatiom. An association, incor- 
 porated for the purpose of purchasing, in quantity, grain, goods, 
 groceries, fruits, vegetables, provisions, or any other articles of mer- 
 chandise, and distributing the same to consumers at the actual cost 
 and expense of purchasing, holding, and distributing the same, may 
 employ its capital and means in the purchase of such articles of 
 merchandise as it deems best for the company, and in the purchase 
 or lease of such real and personal estate, subject always to the con- 
 
POWERS OF CERTAIN CORPORATIONS. 289 
 
 trol of the stockholders, as may be necessary or convenient for pur- 
 poses connected with and pertaining to its business, and may adopt 
 such plan of distribution of its purchases among the stockholders 
 and others as it deems most convenient, and best adapted to secure 
 the ends proposed by the organization ; and, any profits that may 
 arise from the business of the company, may be divided among the 
 stockholders from time to time, as it deems expedient, in proportion 
 to the several amounts of their respective purchases. [64 v. 145 
 §§ 2, 5.] S. & S. 184, 185. 
 
 Sec. 3838. Common-carrier companies. ■ A corporation organized 
 as and for a common-carrier company shall have the following 
 powers : 
 
 1. To make all contracts that it shall be lawful for natural per- 
 sons to make for the carriage of persons, and the storage, for- 
 warding, carriage, and delivery of property, but subject to the same 
 liabilities. 
 
 2. To lease, and to hold and operate, any line of railway and 
 its appendages, either before or after its completion, owned by a 
 municipal corporation of this state, and any railway connected 
 therewith, lying without this state, and such portion of any railway 
 within this state as may be necessary for the convenient dispatch of 
 its business. 
 
 3. To construct, or complete and equip, any railway and its ap- 
 pendages which it is authorized to lease. 
 
 4. To borrow money, not exceeding its authorized capital stock, 
 at a rate of interest not exceeding seven and three-tenths per cent 
 per annum, and execute bonds or promissory notes therefor, pay- 
 able in gold or lawful money, in sums of not less than one hundred 
 dollars, and secure the payment thereof by mortgage or pledge of 
 its property then or thereafter acquired, and its income and fran- 
 chises, including the franchise to be a corporation ; but no mortgage 
 bonds shall be sold at less than par in lawful money, without the 
 
 2 3838. The law of the place of delivery governs in action for loss by 
 negligence of carrier ; and a clause limiting liability, in a, receipt, is not 
 valid against loss by fraud or negligence. Jacobson v. Adams Express Co., 
 1 Circuit Rep. 381. 
 
 But liability for loss without fault or negligence may be limited by special 
 agreement. Gaines v. Union Trans. & Ins. Co., 28 Ohio St. 418. 
 19 
 
290 . OHIO COEPOEATIONS. 
 
 consent of a majority in interest of the stockholders, given at a 
 meeting of the stockholders, or in writing. [74 v. 84, § 4.] 
 
 Sec. 3839. Any company may subscriheto its aioeh. Any company, 
 incorporated or organized under the laws of this state, may sub- 
 scribe for or become the owner of stock in such corporation ; but, 
 before any such subscriptions shall be made, the directors of the 
 company subscribing shall be authorized to make the same by a 
 vote of the majority in interest of its stockholders, or obtain their 
 consent thereto in writing. [74 v. 84, § 9.] 
 
 Sec. 3840. Dock companies. A company organized for the pur- 
 pose of constructing and establishing docks in and adjacent to any 
 of the navigable waters in or bordering upon this state, may con- 
 struct or purchase any dock or docks, and erect thereon any struc- 
 ture suitable for receiving, storing, and delivering produce, and 
 goods of whatever description, and may repair and protect such 
 dock or docks and structures, and sell the same in such a manner 
 as may be prescribed by the by-laws of the company. [62 v. 48, 
 § 4.] S. & S. 180. 
 
 Sec. 3841. Elevator companies. A company or association, 
 organized as an elevator company, may purchase and hold real and 
 personal estate, erect or purchase, and own, the necessary buildings, 
 offices, and machinery for the purpose of carrying on the business 
 of receiving, storing, delivering, and forwarding grain of all kinds, 
 and may add to and connect with the same, the business of general 
 storage, warehousemen, and forwarders of all kinds of produce and 
 merchandise, but shall not, on its own account, nor for others, deal 
 as buyers or sellers; and, in the prosecution of its business, it shall 
 be governed by the same laws, not inconsistent with this section, 
 which govern individuals in such employments. [64 v. 85, § 3.] 
 S. & S. 196. 
 
 Sec. 3842. Wlien railroad company may take stock in simh amir 
 pany. When any such company erects or owns an elevator build- 
 ing, and uses the same for the purpose of receiving or delivering 
 grain from or to any railroad company, as freight carried or to be 
 carried over its road, or any part thereof, such railroad company 
 may subscribe to or purchase shares in the capital stock of the ele- 
 vator company, to an amount not exceeding one-third of the entire 
 capital stock of the elevator company, in the name of its president 
 or other officer, and hold the same as trustee, and shall be liable up- 
 
POWERS OF CERTAIN COliPORATIONS. 291 
 
 on such stock, in its corporate capacity, to the same extent and in 
 the same manner as iu the case of a natural person. [64 v. 85, 
 § 4.] S. & S. 196. 
 
 Sec. 3843. Farm lahoreri associations. No association, incor- 
 porated for the purpose of promoting the interests of agriculture, 
 and for the relief of distressed farm laborers, or their widows and 
 orphans, whether such widows and orphans are members of such 
 association or not, and for any other charitable purpose, shall take 
 or hold any real estate, except such as may be actually occupied in 
 the exercise of its legitimate business, and such as it may acquire 
 in security for or satisfaction of debts justly due it; but real estate 
 so occupied shall not in any case exceed in value the sum of fifty 
 thousand dollars. [74 v. 204, § 5.] 
 
 Sec. 3844. What investment it may make. Such associations 
 shall, after paying their expenses, invest their funds exclusively 
 for the purposes mentioned in their articles of incorporation, and 
 may invest the same in mortgages upon real estate, or in county, 
 state, or United States securities ; they may, in their articles of in- 
 corporation, designate the kinds of securities in which their funds 
 shall be invested, in which case no part thereof shall be invested in 
 securities other than those named therein ; but they shall not make 
 any loan to any of their trustees or officers ; and they may take by 
 gift, subscription, purchase, devise, or loan ; but no loan shall be 
 taken for a less term than three years, nor for a greater term than 
 twenty years, nor to an amount exceeding one hundred thousand 
 dollars, nor at a rate of interest greater than four per centum, pay- 
 able semi-annually. [74 v. 204, § 6.] 
 
 Sec. 3845. Must report to attorney-general. Every such associa- 
 tion shall make, annually, and transmit to the attorney-general, 
 under the signatures of a majority of the trustees, attested by the 
 clerk, a full and true statement of its condition and affairs ; and 
 for any willful neglect to make such report within one month after 
 its annual meeting, the attorney-general may proceed against such 
 association for the forfeiture of its charter for such neglect. [74 v. 
 204, § 7.] 
 
 Sec. 3846. Consolidation of two associations. Any unincorpo- 
 rated association or society organized for any purpose named in sec- 
 tion thirty-eight hundred and forty-three, may be consolidated with an 
 association incorporated for a purpose named therein, by a resolution 
 
292 OHIO CORPORATIONS. 
 
 of each, adopted by not less than two-thirds of its members, at a 
 meeting called for that purpose ; such resolutions, and the votes 
 thereon, shall be recorded by the clerk of the corporate association, 
 and the consolidated association shall thereupon assume the name 
 or title of the corporate association, and be entitled to all its privi- 
 leges ; but the members of the consolidated association shall not 
 be liable for the debts or obligations of the unincorporated associa- 
 tion or society. [74 v. 204, § 8.] 
 
 Sec. 3847. Attorney-general to report annually. The attorney-' 
 general shall, annually, report to the general assembly, in a con- 
 densed form, the number and condition of such associations, as de- 
 rived from the annual reports, of the trustees. [74 v. 204, § 9.] 
 
 Sec. 3848. May maintain libraries, eta. All such incorporated 
 associations may keep and maintain libraries, and a museum of art 
 consisting of models of such improved instruments and machinery 
 as are best calculated to promote the interests of agriculture, for 
 the benefit of such associations, under such rules and regulations 
 as its members from time to time adopt, and may make all needful 
 by-laws for the good government and regulation of the same. [74 
 V. 204, §11.J 
 
 Sec. 3849. Ferry companies. A corporation organized &r the 
 purpose of carrying on the ferry business on any of the water- 
 courses in this state, or bordering thereon, may build, purchase, and 
 hold steam ferry-boats, and other vessels and floats, real estate, 
 landings, wharves, docks, and other property, in this state or else- 
 where, deemed advisable and proper to carry on its business, buy 
 or lease, and use, let, or otherwise dispose of the same, or any part 
 thereof, in such manner as it deems advisable, carry on the ferry 
 business at the place named in its articles of incorportion, transport 
 persons and property, and receive such compensation therefor as 
 may be lawful, and shall be governed by the laws, that govern 
 natural persons in such employments. [62 v. 114, § 4.] S. & S. 
 176. 
 
 Sec. 3850. Firemen's relief associations. An association of mem- 
 bers of any regular fire, hose, or hook, and ladder company incor- 
 porated for the purpose of affording relief to firemen disabled while 
 on duty, and making donations to indigent, sick firemen, and to 
 the widows and orphans of deceased firemen, may provide for the 
 election of its directors or trustees at separate elections, to be held 
 
POWERS OF CERTAIN COEPOEATIONS. 293 
 
 by the members in good and regular standing of each fire, hose, or 
 hook and ladder company who are members of the corporation, and 
 fix the number to be elected by each such company. [58 v. 37, §§ 
 1, 5, 6.] S. & S. 170, 171. 
 
 Sec. 3851. Certain powers of siich associatwm. Such corporations 
 may decide what officers they will have, and prescribe the manner 
 of their election, and their duties, may make regulations for the 
 relief of firemen disabled while on duty, and provide for such en- 
 trance fee for members, and such weekly, monthly, or yearly as- 
 sessment upon members, as it deems best. [58 v. 37, § 6. J S. & 
 S. 171. 
 
 Sec. 3852. Power to acquire and dispose of property. Such cor- 
 poration may acquire, hold, enjoy, dispose of, and convey all prop- 
 erty, real or personal, which it may acquire by purchase, contribu- 
 tion, donation, assessment upon its members, or otherwise, for the 
 purpose of carrying out the objects of the corporation, but it shall 
 not acquire or hold property for any other purpose; and for the pur- 
 pose of increasing its funds it may loan its money upon bond and 
 mortgage, under such rules and regulations as may be prescribed, 
 and at an annual interest not exceeding six per cent per annum. 
 [58 v. 37, § 5.J S. & S. 171. 
 
 Sec. 3853. Fishery companies. When a company organized for 
 the purpose of propagating fish and establishing fisheries in this 
 state acquires the right to use any stream, canal, or reservoir, from 
 the owner of the land adjoining thereto, for the establishment of a 
 fishery to be owned, maintained, and used for the purpose of prop- 
 agating fish, no person shall fish therefrom without first obtaining 
 authority from such company ; and a person who violates the pro- 
 visions of this section shall be liable to such company m trespass, 
 or to such fines as may be authorized by law against persons tres- 
 passing upon lands; but the navigable streams and public canals 
 in this state shall not be subject to the provisions of this section, 
 and nothing iu this section shall be so construed as to prohibit 
 the privilege of any person to use or fish from any lake, river, 
 stream, or reservoir which, by custom or usage, has been used for 
 the purpose of fishing therefrom as regulated by law. [70 v. 9, §^ 
 2,6.] 
 
 Sec. 3854. Companies for improvement of navigable streams. Tim 
 directors of a company incorporated for the purpose of improving 
 
294 OHIO CORPORATIONS. 
 
 any stream of water, or any part thereof, declared navigable by 
 any law of this state, may prescribe the rates of toll the company 
 shall be entitled to receive for the passage of any boat or other 
 watercraft through any lock upon such improvement, or for the 
 running of any boat or other watercraft between the locks on the 
 same. [56 v. 239, § 7.] S. & C. 346. 
 
 Sec. 3855. Manufacturing companies must keep certain accounts. 
 Every manufacturing company shall establish and keep, at some 
 place within one of the counties in which its business is carried on, 
 a principal office, at which shall be kept accurate accounts exhibit- 
 ing the financial condition of the corporation, and of its capital 
 stock or shares, and of all its property of every description, and 
 credits, subject to taxation, which accounts shall at all times be 
 subject to the inspection of any assessor lawfully authorized to as- 
 sess such property and credits ; notice of the place where such 
 office is established, and of any change thereof, shall be published 
 in some newspaper of general circulation in such county ; and the 
 principal accounting officer of such company shall be a resident of 
 this state. [54 v. 72, § 82.] S. & C. 310. 
 
 Sec. 3856. May extend their operations. A company, incorpo- 
 rated for manufacturing purposes, may, upon a vote of the holders 
 of a majority of its stock, extend its manufacturing operations to 
 articles in the same line of business that are not authorized by the 
 terms of the original articles of incorporation ; and, after making 
 a certificate of such vote, and specifying therein how far the manu- 
 facturing operations are to be extended, verified by the oath of its 
 president, and filing the same in the office of the secretary of state, 
 such company may manufacture and sell such articles as shall be 
 named or otherwise provided for in such certificate. [58 v. 58, § 1.] 
 S. &rS. 165. 
 
 Sec. 3857. Company to manufacture iron may make steel. Any 
 company incorporated for manufacturing iron may, upon a vote of 
 the holders of a majority of its stock, engage in and carry on the 
 business of manufacturing steel in its various branches. [63 v. 67, 
 § 1.] S. &S. 166. 
 
 Sec. 3858. Market-house companies. A company, incorporated 
 for tlie purpose of constructiug and maintaining a market-house, 
 may construct, erect, establish, and maintain, at the place named 
 in its articles of incorporation, a suitable building or buildings to 
 
POWERS OF CERTAIN CORPORATIONS. 295' 
 
 be appropriated and used exclusively as a public market-house, for 
 the sale and vending of meats, vegetables, and all other kinds of 
 provisions, and of fruits, plants, and flowers, and all other articles 
 commonly sold and vended in public market-houses or spaces, on 
 market days, in market hours. [58 v. 92, §§ 1, 2.] S. & S. 174. 
 
 Sec. 3859. Powers of suoh companies. Such companies may 
 rent, lease, sell, or dispose of stalls, cellar vaults, or other divisions 
 or spaces in their buildings, in such manner, and upon such terms 
 and conditions, as the directors shall determine ; but a uniform rule 
 in renting or leasing such stalls, cellar vaults, or other divisions or 
 spaces shall be established, printed, and hung in conspicuous places 
 in the buildings, and the same may be changed, from time to time, 
 by the directors thereof; and no preference shall be made, by any 
 variation or difierence in rates or prices, in favor of citizens of the 
 city or village wherein the buildings are erected, and against farm- 
 ers, butchers, or producers not residing in such city or village, and 
 no rule, regulation, order, or condition shall be made or exacted by 
 any company to prevent farmers, butchers, or other persons from 
 disposing of their produce, meats, vegetables, or other articles, in 
 such quantities and upon such terms as they may deem proper; 
 but such companies shall prohibit and prevent in their buildings the 
 use of false weights or measures, the exposure or sale of any dis- 
 eased or decaying meats or vegetables, aijd any offensive or in- 
 jurious articles. [58 v. 92, § 5.] S. & S. 175. 
 
 Sec. 3860. May keep streets unobstructed. Such companies may 
 keep the streets, alleys, or avenues in front of their buildings free, 
 open, and clear of any and all obstructions from stoppage of wagons, 
 carriages, or vehicles of any kind, or of horses, mules, or cattle, on 
 market days, in market hours. [58 v. 92, § 6.] S. & S. 175. 
 
 Sec. 3861. May eonstniet sewers. When any such company erects 
 its buildings in a city or village having a sewer with which the com- 
 pany may connect sewers of its own construction sufficient to drain 
 its buildings, it shall construct such sewers, and so connect them; 
 and, in cities and villages not having sewers, such companies may 
 construct sewers for the drainage of their buildings, and charge 
 and receive a compensation for the tapping and use of the same, or 
 portions thereof. [58 v. 92, § 7.] S. & S. 175. 
 
 Sec. 3862. Powers of mining and manufacturing corporations. Any 
 
296 OHIO CORPORATIONS. 
 
 company heretofore incorporated or that may hereafter be incor- 
 porated under the laws of this state, for the purpose of mining or 
 boring for petroleum or rock oil, or coal oil, salt or other vegetable, 
 medicinal or mineral fluid, in the earth, or for refining or purifying 
 the same, quarrying stone, marble, or slate, mining coal, iron, cop- 
 per, lead, or other minerals, or manufacturing the same, or engaged 
 in the manufacturing of articles composed in the whole of iron or 
 part of iron and wood, or for manufacturing cotton or woolen fab- 
 rics in whole or in part, or both, and carrying on business connected 
 with the main objects of such corporation, may, in its corporate 
 name, take, hold and convey such real estate and personal estate 
 as is necessary or convenient for the purpose for which it was in- 
 corporated, and may carry on its business, or so much thereof as is 
 convenient, in any county in this state, or beyond the limits of this 
 state, and may there hold any real or personal estate necessary or 
 convenient for conducting the same. [80 Ohio L. 76.] 
 
 Sec. 3863. May subscribe for stock in transportation companies. 
 The directors of any such company may authorize its president, or 
 other proper officer, to purchase or subscribe for, in the name of the 
 company, such an amount of the stocks of any railroad, or other 
 transportation company, as they deem necessary, in order to procure 
 facilities for transportation for the manufactories, mines, or other 
 works of the company; but the written consent of the holders of 
 two-thirds of the capital stock of the company to such subscription 
 or purchase must first be had. [71 v. 69, § 2.] 
 
 Sec. 3864. Certain companies may consolidate. Any two or more 
 such corporations may be consolidated in the manner and to the effect 
 provided in sections thirty-three hundred and eighty-one and thirty-three , 
 hundred and eighty-two. [65 v. 50, § l.J S. & S. 241. 
 
 Sec. 3865. Certain conveyances must he made. When such agree- 
 ment for consolidation has been duly ratified, in the manner speci- 
 fied in the preceding section, the president and secretary of the com- 
 pany which, by the agreement, surrenders its name, properties, 
 rights, and franchises, shall execute and deliver to the consolidated 
 corporation proper deeds, assignments, and transfers, conveying to 
 the consolidated corporation all of the rights, property, and effects 
 of the corporation so surrendering its name and property, and from 
 and after the execution of such transfers the corporation so agree- 
 ing to surrender its name and rights shall cease to be a corpora- 
 
 J3862. See note to ? 3256. 
 
POWERS OF CERTAIN CORPORATIONS. 297 
 
 tion, and to exercise corporate rights. [65 v. 50, § 4 1 S & S 
 242. 
 
 Sec. 3866. May build a railroad. Companies organized for the 
 purpose of mining, quarrying, or manufacturing, may, when such 
 purpose is stated in the articles of incorporation, construct a rail- 
 road with a single or double track, with such side-tracks, turnouts, 
 offices, and depots as they deem necessary to carry out the objects 
 of the incorporation, from any mine, quarry, or manufactory, to any 
 other railroad, or any canal, slack-water navigation, or other navi- 
 gable water or place within or upon the borders of this state, and 
 shall, in respect to such railroad, be subject to and governed by the 
 provisions of chapter two. [53 v. 103, § 3.] S. & C. 344. 
 
 Sec. 3867. Mining companies may acquire additional powers. A 
 company organized for the purpose of mining coal, or for the purpose 
 of mining iron ores and coal, or a part of whose business is the mining 
 of iron ores and coal, may, upon a vote of the holders of two-thirds 
 its capital stock, engage in the business of manufacturing iron from 
 ores, or engage in any other branch of the manufacture of iron; but 
 before it shall engage in such manufacture it shall, by its president, 
 execute a certificate, under the corporate seal of the company, set- 
 ting forth the particular branch or branches of the manufacture of 
 iron in which it purposes to engage, and the place or places where 
 the business or any part thereof, is to be located, the same to be 
 verified by the oath of the president, and acknowledged, certified, 
 and forwarded to the secretary of state ; and thereupon the com- 
 pany may carry on the business named in such certificate, in addi- 
 tion to the business named, in the original articles of incorporation. 
 [74 V. 21, § 1.] 
 
 Sec. 3868. Museum, park, pond, and rink companies. When a 
 corporation organized for the purpose of constructing and conduct- 
 ing a museum to be used for the exhibition and preservation of 
 works of nature and art, and for instruction in connection there- 
 with, or a public hall of any kind, or a park, pond, or rink to be 
 used for skating or other lawful sports, or for holding fairs, festivals, 
 public meetings, concerts or entertainments of any kind not pro- 
 
 ? 3866. Under the strict construction applicable to grants of power of 
 eminent domain to corporations, this section does not authorize mining com- 
 panies to exercise the same power to appropriate private property that is 
 conferred on railroad companies. Coal Co. v. Wigton, 19 Ohio St. 560. 
 
298 OHIO COEPOBATIONS. 
 
 hibited by law, provides in its articles of incorporation that its 
 buildings, or designated part thereof, shall be devoted to the use of 
 the public for all purposes set forth in its articles, free from all 
 costs, charges, and expense, except such as may be necessary for 
 providing the means to keep such buildings, or such designated 
 part thereof and its grounds in proper condition and repair, and to 
 pay tlie expenses of insurance, care, management, and attendance, 
 so that the public may have the benefit thereof for all the legitimate 
 uses set forth in its articles at as little expense as possible, and that 
 no stockholder, subscriber, trustee, director, or member shall receive 
 any compensation, gain, or profit from the corporation for such 
 public use of its buildings or such, designated part thereof, the au- 
 thorities of any city, village, or county in which the corporation is 
 located, may appropriate to such use and grant the right and per- 
 mit such corporation to erect and perpetually maintain its buildings 
 on any of the parks, lands, lots, or grounds which, or the use of 
 which belong to or are subject to the control of such city, village, 
 or county, or the authorities thereof, and to control, the same on the 
 terms and conditions which may be agreed upon between such 
 public authorities and the corporation ; and in every such case it 
 shall be lawful for the public authorities and the said corporation 
 to agree that additional trustees of said corporation may be ap- 
 pointed by such public authorities, and upon the number of such 
 trustees and the method of their appointment, and they may agree 
 that any officer or officers of said city, village or county to be 
 designated by them may act ex-officio as such trustees.. [78 Ohio 
 L. 127.] 
 
 An Act to enable societies or benevolent associations to own stock in build- 
 ings used for lodge or meeting purposes. 
 
 Section 1. May purchase and oivn stock in oilier incorporated com- 
 panies. Be it enacted by the General Assembly of tlie State of Ohio, 
 That whenever any incorporated company organized under the laws 
 of the State of Ohio, and having a capital stock, including corpora- 
 tions organized as provided in section thirty-eight hundred and sixty- 
 eight, revised statutes, and the acts amendatory and supplementary 
 thereto, is organized for the purpose of erecting and maintaining a 
 building, any portion of which is intended for or to be occupied by 
 two or more incorporated companies not having a capital stock, in- 
 
POWERS OF CERTAIN COHrORATIONS. 299 
 
 eluding religious, scientific, and beneficial associations heretofore in- 
 corporated under the provisions of sections sixty-six to seventy of 
 " an act to provide for the creation and regulation of incorporated 
 companies in the State of Ohio," passed May 1, 1852, and the sev. 
 eral acts supplementary and amendatory thereto, as a lod^e-room, 
 chapel, or regular place of meeting for their members, the said in- 
 corporated companies, societies, or benevolent associations may each 
 subscribe for, purchase, or become the owner or owners, by donation 
 or otherwise, of the whole or any portion of the capital stock of said 
 incorporated company organized for the purpose of erecting and 
 maintaining such building aforesaid. 
 
 Sec. 2. Liable in corporate capacity Saine as individuals. That 
 each of said incorporated companies, societies, and associations shall 
 be liable in its corporate capacity for and on their respective shares 
 of said capital stock so subscribed, purchased, and owned by it, the 
 same as if the same were held and owned by an individual. 
 
 Sec. 3. Directors; ivhen and how elected. That whenever two or 
 more of such incorporated companies, societies, or benevolent as- 
 sociations shall subscribe, purchase, or own all the capital stock of 
 said incorporated company organized for the purpose of erecting 
 and maintaining such building, each of said incorporated com- 
 panies, societies, or benevolent associations, shall elect three mem- 
 bers of its company, society, or association to act as directors .of said 
 incorporated company as soon as all the stock is subscribed and ten 
 per cent is paid, and shall thereafter at its first stated meeting in 
 January of each year, elect three such directors. That the direct- 
 ors so elected and their successors in office shall comprise the board 
 of directors of said incorporated company, and have all the powers 
 conferred by law on the directors of incorporated companies having 
 a capital stock, and said directors need not be the owners or holders 
 of any of the capital stock of said corporation. [80 Ohio L. 177.] 
 
 Sec. 3869. May provide for reversion of stoch, etc. Such corpora- 
 tion raay provide in its organization a limit as to the number of 
 shares which each stockholder may own, the conditions on which 
 such shares may be held or transferred, and for the reversion 
 thereof to the corporation in case of the death or disqualification of 
 a stockholder. [73 v, 8, § 2.] 
 
 Sec. 3870. Penalties for trespasses upon property of such companies. 
 Whoever breaks, throws down, or injures any gate, fence, inclosure, 
 
300 OHIO COEPOEATIONS. 
 
 embankment, or erection of any kind, upon the ground of any such 
 corporation, or forcibly or fraudulently passes such gate, or over 
 such fence, or into such inclosure or building, without having paid 
 the charge demanded for entry therein, shall, for each offense, for- 
 feit to the party injured the sum of twenty-five dollars, in addition 
 to the damages resulting from such wrongful act. [64 v. 182, § 7.] 
 S. & S. 187. 
 
 Sec. 3871. Sewerage companies. A company organized for the 
 purpose of draining the streets, alleys, lots, commons, wharves, 
 landing's, or buildings of any city or village in this state, may con- 
 struct and maintain sewers and drains, and lay conductors or pipe 
 for conveying water and other liquid matter from the lots, houses, 
 and streets, through and under the streets, sidewalks, public high- 
 ways, alleys, commons, wharves, or landings of any city or village 
 in this state ; upon application by such company the council 
 of any city, or the trustees of any village, may grant to it the priv- 
 ilege of exercising its corporate powers within the limits of such 
 city or village, for such term of years, and upon such conditions and 
 limitations as may be deemed expedient; and the city council, or 
 the council of the village, may require from the company such 
 reasonable security as they deem necessary for the faithful perform- 
 ance of the duties imposed upon it by law; but no grant shall be 
 made to any company, and no power or privilege shall be conferred 
 upon or exercised by any company, which will interfere with the 
 rights of any other corporation, or any person, and no person shall 
 be taxed without his consent for any drainage or sewerage con- 
 structed by any such company ; and such companies shall be liable 
 for all damages occasioned by their acts, neglects, or defaults to 
 the rights of persons and other corporations. [53 v. 137, § 5.] 
 S. & C. 341. 
 
 Sec. 3872. Wlien municipality must buy out company. When a 
 city or village which has granted to any such company, for any 
 terra, the rights and privileges mentioned in the preceding section, 
 and, at the expiration of the term, fails or refuses, upon petition of 
 the company, to renew the grant, the city or village shall purchase 
 of the company its property, consisting of sewers, drains, and pipes 
 actually laid and constructed, with the appurtenances, and the ma- 
 terials and fixtures appertaining to the same, on hand at the time 
 of the expiration of such term, at a price not exceeding the actual 
 
POWERS OF CEETAIN CORPOKATIONS. 301 
 
 cost thereof, for the use and benefit of the city or village. [53 v. 
 137, § 5.] S. & C. 341. 
 
 Sec. 3873. Mwiieipalitymay contract with company. The council of 
 any city, or the council of any village, in which any such company 
 is organized, may contract with tlie company for the construction and 
 use of such sewers or drains, for draining the streets, alleys, lots, 
 commons, wharves, or grounds within the limits of the municipal 
 corporation ; and the city or village shall not use such sewers or 
 drains in any manner except by and with the consent of the com- 
 pany, and in the manner, and upon the terms and conditions, which 
 are mutually agreed upon by the company and the city or village. 
 [53 V. 137, § 6.] S. & G. 342. 
 
 Sec. 3874. Company may prescribe rates. Such companies may 
 prescribe the terms upon which owners and occupants of houses or 
 lots may obtain the use of their sewers and drains for private pur- 
 poses, and the rate of charge annually for such use, and also the 
 terms upon which the city or village may use the sewers and drains 
 for public purposes. [53 v. 137, § 7.] S. & C. 342. 
 
 Sec. 3875. Poioers of municipalities notliinited. Nothing in the 
 four preceding sections shall be construed to prevent any city or 
 village from constructing sewers, or establishing and maintaining a 
 system of sewerage, under the direction and by the authority of the 
 municipal authorities thereof, not interfering, however, with the 
 work of such company. [53 v. 137, § 8.] S. & C. 342. 
 
 Sec. 3876. Stock-yard companies. A company incorporated for 
 the purpose of purchasing or leasing 'real estate, and erecting 
 thereon pens and buildings for the safe-keeping of live stock in- 
 trusted to it on sale, may lease or purchase, and operate, such por- 
 tion of any railway leading to or connected with its stock-yards 
 as may be necessary for the convenient dispatch of its business ; 
 but the number of miles so leased or purchased shall not exceed 
 thirty, and such lease or purchase shall not be made without the 
 consent of the holders of a majority of the stock in such company, 
 and in, the company leasing or selling such railway. [73 v. 162, 
 
 §3.] 
 
 Sec. 3877. Transpmiaiim companies. A company organized for 
 the purpose of transporting freight, or for towing purposes, on any 
 of the navigable rivers of this state, or the lakes and navigable 
 rivers bordering thereon, may build, purchase,- and hold such num- 
 
302 OHIO COEPOEATIONS. 
 
 ber of steamboats, barges, or other vessels, and such other personal 
 property, and such real estate, in this and other states, as it deems 
 necessary for commencing and conducting, its business, and may 
 sell the same, or any part thereof, in such manner and for such pur- 
 pose as may be prescribed by the rules and regulations of the com- 
 pany, not inconsistent with the laws of this state; and the com- 
 pany may carry any articles of freight or produce, tow any barge 
 or other vessel upon any of the navigable streams in this state, and 
 on any of the lakes or navigable rivers bordering thereon, and 
 shall be governed by the same laws, not inconsistent with this sec- 
 tion, which govern individuals in such employments. [66 v. 39, 
 § 4.] 
 
 Sec. 3878. Companies for transportation of petroleum. A com- 
 pany organized for the pnrpose of transporting petroleum or water 
 through tubing and pipes may enter upon any land for the purpose 
 of examining and surveying a line for its tubing and pipes, and 
 may appropriate so much thereof as may be deemed necessary for 
 the laying down of such tubing and piping, and for the erection 
 of tanks and the location of stations along such line, and the erec- 
 tion of such buildings as may be necessary for the purpose afore- 
 said ; such appropriations shall be made and conducted in accord- 
 ance with the law providing for compensation to the owners of 
 private property appropriated to the use of corporations ; and such 
 company shall, for the purpose of transporting oils and water, be 
 considered and held to be a common carrier, and subject to all the 
 duties and liabilities of such carriers under the laws of this state. 
 [69 v. 194, § 3 ; 72 v. 151, §§ 1, 2.] 
 
 Sec. 3879. May hold certain property. Any such company may 
 take, by purchase or otherwise, and hold, such real and personal estate, 
 and erect or purchase the necessary buildings and machinery for car- 
 rying on the business, including all the necessary equipments and 
 appendages of the business, such as tubing, pumps, tanks, telegraph 
 apparatus, and engines, as may be necessary to transport oils and 
 water through tubes and pipes. [65 v. 109, § 2.] S. & C. 169. 
 
 Sec. 3880. Further powers of such companies. Auj' such com- 
 pany may transport, store, insure, and ship petroleum, and transport 
 and store water for the pui-pose of furnishing the same to engineers 
 employed in developing for, or in the production and transportation 
 
 § 3878. Where such company converts oil left for storage to its own use, 
 and is sued, it may counterclaim the agreed price for storage and allowance 
 for evaporation. Cow Run Tank Co. u. Lehmer, 41 Ohio St. 384. 
 
POWERS OF CERTAIN CORPOi;ATIO:;S. 303 
 
 of petroleum, and for that purpose may lay down, construct, and 
 maintain the necessary pipes, tubing, tanks, machinery, and arrange- 
 ments. [72 V. 151, § 2.] 
 
 Sec. 3881. -Homes for aged and indigent women. Corporations 
 designated as the widows' home, and asylum for aged and indigent 
 women, may, in addition to the estates, real, personal, or mixed, 
 which they are otherwise allowed by law to hold, take by purchase, 
 gift, or devise, and hold, use, dispose of, and convey, in all lawful 
 ways, any estate, real, personal, or mixed, which may be convenient 
 or necessary for the use of the corporation, or tor the investment of 
 its funds ; but no part of such estate, nor of the income thereof, 
 shall be used for any purpose or business other than in providing a 
 suitable asylum, the support and maintenance thereof, and the sup- 
 port and maintenance of such aged and indigent women as are ad- 
 mitted into the same under the by-laws thereof. [75 v. 14, § 1.] 
 
 Sec. 3882. Wrecking companies. Any company or association 
 organized for the purpose of wrecking boats and vessels, and saving 
 the same, and the property thereon, or property lost by damage or 
 injury to boats or vessels, may build, purchase, and hold such num- 
 ber of boats, vessels, diving-bells, and other appliances and property 
 as it deems necessary for commencing and conducting the business 
 of the association, and may sell and dispose of the same, or any part 
 thereof, and contract for salvage or compensation for saving boats, 
 vessels, and other property, and demand, recover, and receive sal- 
 vage, or such compensation, when entitled thereto by contract or 
 otherwise, and shall be governed by the same laws not inconsistent 
 with this section which govern individuals in such business or em- 
 ployment. [64 V. 44, §§ 2, 4.J S. & S. 197, 198. 
 
 Sec 3883. Fruit companies. Any cohipany organized for the 
 purpose of cultivating, canning, shipping, and dealing in fruit, may 
 purchase, hold, and convey real and personal property for the pur- 
 pose of conducting and carrying out the objects of the company, 
 and may hold the same without the state. 
 
 Sec. 3884. Companies for protecting and preserving dead bodies. 
 Any association organized for the purpose of preserving and protect- 
 ing bodies of deceased persons before burial may purchase, or take 
 by devise or gift, hold, and convey, real estate not exceeding one 
 acre, and may erect thereon suitable buildings, and construct and 
 maintain vaults, and such other appliances as may be necessary to 
 carry out the objects of such association ; and such property shall be 
 exempt from execution, from taxation, and from being appropriated 
 to any other public purpose, if used exclusively for the purposes 
 
 herein described. 
 
 Sec. 1. Powers of electric light and power companies. A company 
 organized for the purpose of supplying electricity for power pur- 
 poses, and for lighting the streets and public and private buildmgs 
 of a city, village, or town, may manufacture, seU and furnish the 
 
304 OHIO COEPOEATIONS. 
 
 electric light and power required therein for such and other pur- 
 poses, and such companies may construct lines for conducting elec- 
 tricity for power and light purposes through the streets, alleys, lanes, 
 lands, squares aud'public places of such city, village or town, by 
 the erection of the necessary fixtures, including posts, piers and 
 abutments necessary for the wires, with the consent of the municipal 
 authorities of the city, village or town, and under such reasonable 
 regulations as they may prescribe. Provided, that all wires erected 
 and operated under the provisions of this act shall be covered with 
 a waterproof insulation, and said poles, piers, abutments and wires 
 shall be so located and arranged as not to interfere with the success- 
 ful operation of existing telegraph and telephone wires. 
 
 Sec. 2. The municipal authorities of any city, vUlage or town, 
 in which any electric light company is organized, may contract with 
 any such company for lighting the streets, alleys, lands, lanes, squares 
 and public places in such city, village or town. [83 Ohio L.»143.] 
 
 MISCELLANEOUS 
 
 Section Section 
 
 5026 to 5030. "Where actien to be 6919 to 6926. Nuisances. 
 
 brought. 7010 and "7231. Offense and indict- 
 5587. When receiver appointed. , ment. 
 
 5651 to 5688. Dissolution of corpora- 7914,7915,7916. Repealed and lost 
 
 tions. charters. 
 
 5855 to 5857. Change of name. Table of fees for incorporation. 
 6760 and 6761. Quo warranto. 
 
 Sec. 5026. An action other than one of those mentioned in the 
 first four sections of this chapter, against a corporation created un- 
 der the laws of this state, may be brought in the county in which 
 such corporation is situate, or has, or had its principal office or place 
 of business, or in which any corporation has an office or agent ; but 
 if such corporation is an insurance company, the action may be 
 brought in the county wherein the cause of action, or some part 
 thereof, arose ; and if such corporation be organized for the purpose 
 of mining, either exclusively, or in connection with other business, 
 the action may be brought in any county where such corporation 
 owns or operates a mine or mines, and the cause of action or some 
 part thereof, arose. [82 Ohio L. 5.] 
 
 Sec. 5027. Against railroad arid stage companies. An action 
 
 2 5026. This section was not intended to apply to statutory actions in 
 which a different rule or mode of proceeding is specially authorized. Mus- 
 kingum Co. Infirmary v. Toledo, 15 Ohio St. 409, 411. 
 
 An action onapohcy of life insurance maybe brought in the county where 
 the assured died. Union Central Life Ins. Co. v. Pyers, 36 Ohio St 544. 
 
 i 5027. A railroad company may be sued in any county through or into 
 \7hich its road passes, without regard to nature of cause of action. Railway 
 Co. V. Jewett, 37 Ohio St. 6-19. 
 
MISCELLANEOUS. 305 
 
 against the owner or lessee of a line of mail stages, or other coaches, 
 for an injury to person or property upon the road or line, or upon a 
 liability as carrier, and an action against a railroad company, may 
 be brought in any county through or into which such road or line 
 passes. [63 v. 87, § 49.] S. & S. 542. 
 
 Sec. 5028. Against turnpike companies. An action other than 
 one of those mentioned in the first four sections of this chapter, 
 against a turnpike road company, may be brought in any county in 
 which any part of the road lies. [51 v. 57, § 50.] S. & C. 960. 
 
 Sec. 5029. Wlien this chapter does not apply. When the charter 
 of a corporation created under the laws of this state, prescribes the 
 place where suit must be brought, that provision shall govern. [51 
 V. 57, § 51.] S. & C. 960. ^ 
 
 Sec. 5030. Against norwresident. An action other than one of 
 those mentioned in the first four sections of this chapter, against a 
 non-resident of this state, or a foreign corporation, may be brought 
 in any county in which there is property of, or debts owing to, the 
 defendant, or where such defendant is found ; but if the defendant 
 is a foreign insurance company, the action may be brought in a 
 county where the cause, or some part thereof, arose. [S. & C. 960.] 
 
 Sec. 5033. Change of venue in m,it by or against a corporation. 
 When a corporation having more than fifty stockholders is a party 
 in an action pending in a county in which the corporation keeps its 
 principal office or transacts its principal business, if the opposite 
 party make aflidavit that he can not, as he believes, have a fair and 
 impartial trial in that county, and his application is sustained by the 
 several affidavits of five credible persons residing in such county, the 
 court shall change the venue to the adjoining county most con- 
 venient for both parties. [50 v. 100, § 1.] S. & C. 1140. 
 
 Sec. 5587. When receiver appointed. A receiver may be ap- 
 pointed by the supreme court or a judge thereof, the circuit court 
 or a judge thereof in his circuit, the common pleas court or a judge 
 thereof in his district, or the probate court, in causes pending in 
 such courts respectively, in the following cases : 
 
 i 5030. The words " foreign corporation," in attachment cases, under sec- 
 tion 28 of the lustioes' code of 1853, mean foreign to the state, not foreign to 
 the county. Boley «. Ohio L. Ins. & T. Co., 12 Ohio St. 139. 
 
 The court can acquire no jarisdiction against a non-resident of the state, 
 unless he be personally served or appear, except the action be one in which 
 •service by publication can be made. Williams v. Welton, 28 Ohio St. 451. 
 
 i 5587. Appointment of receiver to take possession of defendant's prop- 
 erty can not be made without notice, unless delay will result in irreparable 
 • loss. Railway Co. v. Jewett, 37 Ohio St. 649. 
 
 In suit by receiver of insolvent corporation on subscription for increase 
 of stock, court may direct collection only of subscriber's proportion neces- 
 sary to discharge debts. Clarke'z). Thomas, 34 Ohio St. 46. 
 20 
 
306 OHIO COEPOEATIONS. 
 
 1. In an action by a vendor to vacate a fraudulent purchase of 
 property, or by a creditor to subject any property or fund to bis 
 claim, or between partners or others jointly owning or interested in 
 any property or fund, on the application of the plaintiff, or of any 
 party whose right to or interest in the property or fund, or the pro- 
 ceeds thereof, is probable, and when it is shown that the property or 
 fund is in danger of being lost, removed, or materially injured. 
 
 2. In an action by a mortgagee, for the foreclosure of his mortr 
 gage, and sale of the mortgaged property, where it appears that the 
 mortgaged property is in danger of being lost, removed, or materially 
 injured, or that the condition of the mortgage has not been per- 
 formed, and the property is probably insufficient to discharge the 
 mortgage debt. 
 
 3. After judgment, to carry the judgment into effect. 
 
 4. After judgment, to dispose of the property according to the 
 judgment, or to preserve it during the pendency of an appeal, or 
 when an execution has been returned unsatisfied, and the judgment 
 debtor refuses to apply the property in satisfaction of the judgment. 
 
 5. In the cases provided in this title, and by special statutes, 
 when a corporation has been dissolved, or is insolvent, or in immi- 
 nent danger of -insolvency, or has forfeited its corporate rights. 
 
 6. In all other cases where receivers have heretofore been ap' 
 pointed by the usages of equity. [82 Ohio L. 35.] 
 
 DISSOLUTION OP CORPORATIONS. 
 
 Section Section 
 
 5651. "When corporation may petition 5660. Duties of trustees. 
 
 for dissolution. 5661. Transfers pending the action 
 
 6652. What the petition must con- void. 
 
 tain. 5662. Duties of creditors and other 
 
 6653. Affidavit to be attached to pe- persons. 
 
 tition. 5663. Meeting of creditors. 
 
 5654. Notice of the pendency of the 5664. How contingent engagements 
 
 petition. discharged. 
 
 5655. Hearing before the master. 5665. Receiver's compensation. 
 6656. "When a judgment for dissolu- 5666. Beceiver to retain money for 
 
 tlon to be rendered. certain purposes. 
 
 5657. "Who may be appointed re- 5667. How distribution to be made. 
 
 ceiver. 5668. "When dividend may be made. 
 
 6658. Powers of receiver. 5669. Receiver to act on order of 
 5659. Unpaid subscriptions to be col- court. 
 
 lected. 6670. Account of receiver to court. 
 
DISSOLUTION OF CORPOEATIONS. 307 
 
 Section. Section. 
 
 6671. Keport of referee on receiver's 5680. Judgments by or against such 
 account. corporations may be enforced. 
 
 5672. Further duties of receiver. 5681. Title to property of corpora- 
 
 5673. Wiien one-flftli of stockhold- tion to pass to trustees. 
 
 ers may require a dissolution. 5682. Trustees personally liable for 
 
 5674. How certain corporations may an abuse of trust. 
 
 surrender charter. 5683. DIssolvRd corporation may 
 
 5675. Directors at time of dissolution prosecute action in its own 
 
 may settle affairs of corpora- name. 
 
 tion- 5684. May be sued in corporate name ; 
 
 5676. When the last board is without service of process. 
 
 a quorum. 5685. Judgments for or against may 
 
 5677. Petitions under preceding sec- be revived. 
 
 t'on. 5686. Error mKy be prosecuted on 
 
 5678. Trustees appointed succeed to judgment for or against. 
 
 right of predecessor. 5687. Directors may appoint trustees 
 
 5679. No action shall abate by dis- to settle affairs of corporation, 
 solution of corporation. 5688. Removal and duties of trustees. 
 
 Sec. 5651. When corporation may petition for dissolution. When 
 a majority of the directors, trustees, or other officers having the 
 management of the concerns of any corporation, or stockholders 
 representing not less than one-third of the capital stock of any cor- 
 poration, organized under the laws of the state, discover that the 
 stock, property, and effects of the corporation have been so far re- 
 duced, by losses or otherwise, that it will not be able to pay aU just 
 demands to which it may be liable, or to afford a reasonable secur- 
 ity to those who may deal with it, or deem it beneficial to the inter- 
 ests of the stockholders that the corporation be dissolved, or when 
 such directors, trustees, or other officers are authorized, by a major- 
 ity of the stockholders, to apply for a judgment as hereinafter pro- 
 vided, or when the objects of the corporation have wholly failed, or 
 are entirely abandoned, or it is impracticable to accomplish such 
 objects, they may apply to the court of common pleas of the county, 
 or the superior court of the city or county, in which the principal 
 place of conducting the business of the corporation is situate, by 
 
 Note. — Dissolution of corporations. — The modes by which a corporation 
 in Ohio may be dissolved are: 1. By the death of its member; 2. Surrender 
 of its franchises , and, 3. A judgment of forfeiture for non-user or abuse. 
 Trustees, etc., v. Manufacturing Co., 9 Ohio, 203* But now, by the provisions 
 of §? 5651, 5673, and 5674, an additional mode is provided. 
 
 Ousterfor abuse of franchises rests in sound discretion of the court. State 
 ex rel. v. People's, etc., Assn., 42 Ohio St. 579. 
 
 Ouster is not retroactive as to transactions in good faith. Society Perun 
 V. City of Cleveland, 43 Ohio St. 481.. 
 
308 OHIO COEPOKATIOXS. 
 
 petition, for the dissolution of such corporation, pursuant to the 
 provisions of this chapter. [72 v. 138, § l.J 
 
 Sec. 5652. What the petition mud contain. Such application shall 
 contain a statement of the reasons which induce the applicants to de- 
 sire a dissolution of the corporation, and there shall be annexed 
 thereto — 
 
 1. A full, just, and true inventory of all the estate, both real 
 and personal, in law and equity, of the corporation, and of all the 
 books, vouchers, and securities relating thereto. 
 
 2. A full, just, and true account of the capital stock, if any, 
 of the corporation, specifying the names of the stockholders, their 
 residence, when known, the number of shares belonging to each, 
 the amount paid in upon such shares respectively, and the amount 
 still due thereon. 
 
 3. A statement of all the incumbrances on the property of the 
 corporation, and of all engagements entered into by it which have 
 not been fully satisfied or canceled^ specifying the place of residence 
 of each creditor, and of every person to whom such engagements 
 were made, if known, and if not known, the fact to be so stated, 
 and the sum owing to each creditor, the nature of each debt or de- 
 mand, and the true cause and consideration of such indebtedness. 
 [64 V. 153, § 3.] S. & S. 243. 
 
 Sec. 5653. Affidavit to be attached to petition. To every such 
 petition there shall also be annexed an affidavit of the applicants, 
 that the facts stated in the application, and the accounts, inven- 
 tories, and statements contained therein or annexed thereto, are just 
 and true, so far as they know, or have the means of knowing. [64 
 V. 153, § 3.] S. & S. 243. 
 
 Sec. 5654. Notice of the pendency of the petition. Upon such 
 petition, accounts, inventories, and affidavit being filed, an order 
 shall be entered requiring all persons interested in the corporation 
 to show cause, if any they have, why it should not be dissolved, 
 before some referee or master commissioner appointed by the court, 
 and to be named in the order, at a time and place therein to be 
 specified, not less than three months from the date thereof; and a 
 notice of the contents of such order shall be published once in each 
 week, for three weeks successively, in some newspaper published 
 and of general circulation in the county wherein the principal 
 
DISSOLUTION OF COKPORATIONS. 309 
 
 place of business of the corporation is situate. [64 v. 153, §§ 4, 
 5.] S. & S. 243, 244. 
 
 Sec. 5655. Hearing before the master. On the day appointed iu 
 the order, the referee or master shall proceed to hear the allegations 
 and proofs of such parties, take testimony in relation thereto, and, 
 with all convenient speed, report the same to the court, with a 
 statement of the property, effects, debts, credits, and engagements 
 of the corporation, and of all other matters and things pertaining 
 to its affairs. [64 v. 153, § 6.] S. & S. 244. 
 
 Sec. 5656. When a judgment for dissolution to be rendered. When 
 the report is made, if it appears to the court that the corporation 
 is insolvent, or that a dissolution thereof will be beneficial to tlie 
 stockholders, and not injurious to the public interest, or that the 
 objects of the corporation have wholly failed, or been entirely 
 abandoned, or that it is impracticable to accomplish such objects, a 
 judgment shall be entered dissolving the corporation, and appoint- 
 ing one or more receivers of its estate and effects"; and the corpora- 
 tion shall thereupon be dissolved, and shall cease. [64 v. 153, § 
 7.] S. & S. 244. 
 
 Sec. 5657. Who may be appointed receiver. A director, trustee, 
 or other officer of the corporation, or any of its stockholders, may 
 be appointed a receiver; and a receiver shall, before entering upon 
 the duties of his appointment, give such security to the state, and 
 in such penalty, as the court shall direct, conditioned for the faitli- 
 ful discharge of the duties of his appointment, and for the due ac- 
 counting for all the money received by him. [64 v. 153, § 8.] S. 
 & S. 244. 
 
 Sec. 5658. Powers of receiver. Such receiver shall be vested 
 with all the estate, real or personal, of the corporation, from the 
 time of his having filed the security hereinbefore required, and 
 shall be trustee of such estate for the benefit of the creditors of the 
 corporation and its stockholders ; and he shall have all the power 
 and authority conferred by law upon trustees to whom assignments 
 are made for the benefit of creditors. [64 v. 153, §§ 9, 10.] S. & 
 S. 244. 
 
 Sec. 5659. Unpaid subscriptions to be collected. If there be any 
 sum remaining due upon any share of stock subscribed iu the c >r- 
 poration, the receiver shall immediately proceed and recover the 
 same, unless the person so indebted is wholly insolvent, and for tliat 
 
nlO OHIO COEPOEATIONS. 
 
 purpose may commence and prosecute an action for the recovery jf 
 such sum, without the consent of any creditor of the corporation. 
 [64 V. 153, § 11.] S. & 8. 244. 
 
 Sec. 5660. Duties of receiver. The receiver shall, immediately 
 on his appointment, give notice thereof, which shall contain the 
 same matters required by law in notices of trustees of insolvent 
 debtors, and in addition thereto it shall notify all persons holding 
 any open or subsisting contract of the coporation to present the 
 same to him, in writing and in detail, at the time and place in such 
 notice specified, which shall be published for three weeks in some 
 newspaper printed and of general circulation in the county wherein 
 the principal place of business of the corporation is situate. [64 
 V. 153, § 12.] S. & S. 244. 
 
 Sec. 5661. Transfers pending the action void. All sales, assign- 
 ments, transfers, mortgages, and conveyances, of any part of the 
 estate, real or personal, including things in action, of every de- 
 scription, made after the petition for the dissolution of the corpo- 
 ration is filed, in payment of or as security for any existing or prior 
 debt, or for any other consideration, and all judgments confessed 
 by such corporation after that time, shall be absolutely void as 
 against the receiver appointed on such petition, and as against the 
 creditors of the corporation. [64 v. 153, § 13.] S. & S. 244. 
 
 Sec. 5662. Duties of creditors and other persons. After the first 
 publication of the notice of the appointment of a receiver, every 
 person, having possession of any property belonging to the corpo- 
 ration, and every person indebted thereto, shall account and answer 
 to the receiver for the amoun of such debt, and for the value of 
 such property ; and all the provisions of law in respect to trustees 
 of insolvent debtors, the collection and preservation of the property 
 of such debtors, the concealment and discovery thereof, and the 
 means of enforcing such discovery, shall be applicable to such re- 
 ceiver, and to the property of the corporation, except as otherwise 
 provided herein. [64 v. 153, §§ 14, 15.] S. & S. 245. 
 
 Sec. 5663. Meeting of creditors. The receiver shall call a gen- 
 eral meeting of the creditors of the corporation, within four months 
 fiom the time of his appointment, at which all accounts and de- 
 mands for and against the corporation, and all its open and subsist- 
 ing contracts, shall be ascertained and adjusted, as fully as may be, 
 and the amount of money in the bands of the receiver declared ; 
 
DISSOLUTION OF CORPORATIONS. 311 
 
 a^d he may settle controversies that arise between hini and the 
 debtors or creditors of the corporation by arbitrament or reference. 
 [64 V. 153, §§ 15, 16.] S. & S. 245. 
 
 Sec. 5664. How contingent engagements discharged. If there be 
 any open and subsisting engagements on contracts of the corpora- 
 tion, which are in the nature of insurance, or contingent engage- 
 ments of any kind, the receiver may, 'with the consent of the party 
 holding such engagements, cancel and discharge the same, by re- 
 funding to such party the premium or consideration paid thereon 
 by the corporation, or so much thereof as shall be in the same pro- 
 - portion to the time which remains of any risk assumed by such en- 
 gagements, as the whole premium bears to the whole term of such 
 risk ; and, upon such amount being paid by the receiver to the per- 
 son holding or being the legal owner of such engagement, it shall 
 be deemed canceled, and discharged as against the receiver. [64. v. 
 153, § 17.] S. & S. 245. 
 
 Sec. 5665. Receiver's compensation. The receiver shall, in addi- 
 tion to his actual disbursements, be entitled to such commissions as 
 the court shall allow, not exceeding the sum allowed to executors 
 or administrators, as well as reasonable counsel fees for services 
 rendered him. [64 v. 153, § 18.] S. & S. 245. 
 
 Sec. 5666. Receiver to retain money for certain purposes. The re- 
 ceiver shall retain, out of the money in his hands, a sufficient 
 amount to pay the sums which he is hereinbefore authorized to pay, 
 for the purpose of canceling and discharging any open or subsist- 
 ing engagements ; and, if any suit be pending against the corpora- 
 tion or the receiver, for any demand, he may retain the proportion 
 which would belong to such demand if established, and the neces- 
 sary cost of the proceedings, to be applied according to the event of 
 such suit, or to be distributed in a second or other dividend. [64 
 V. 153, §§ 19, 20.] S. & S. 245. 
 
 Sec. 5667. How distribution to be made. The receiver shall dis- 
 tribute the residue of the money in his hands in the payment of 
 obligations of the corporation which have been exhibited by credi- 
 tors, and ascertained, in the following order : 
 
 1. Debts entitled to a preference under the laws of the United 
 
 States. 
 
 2. Mortgages, judgments, and other liens on the real estate of 
 the corporation, in the order of their priority. 
 
312 OHIO COEPOEATIONS. 
 
 3. Debts which are liens upon the capital stock or property of 
 the corporation, other than real estate, in the order of their priority, 
 and the extent of the value of the stock or other property on which 
 they are liens. [64 v. 153, § 21.J S. & S. 245. 
 
 Sec. 5668. When dividend may be made. The receiver may, 
 from time to time, make dividends of the money in his hands, 
 among the creditors of the corporation, until they are paid in full; 
 but no dividend shall be made to the stockholders of the corporation 
 until after the final dividend to creditors ; and if, after such final 
 dividend is made, there remain any surplus in the hands of the re- 
 ceiver, he shall distribute the same among the stockholders of the 
 corporation, in proportion to the respective amounts paid in by 
 them severally on their shares of stock. [64 v. 153, §§ 22, 23.] 
 S. & S. 246. 
 
 Sec. 5669. Receiver to act on order of court. The receiver shall 
 be subject to the direction and control of the court as to the time 
 of making dividends, both to the creditors and stockholders of the 
 corporation, and as to the time of closing up the concerns of the 
 corporation, and rendering his final accounts, and may be com- 
 pelled to account at any time ; and he may be removed by the 
 court, and any vacancy created by such removal, or by death, or 
 otherwise, may be filled by the court. [64 v. 153, §§ 24, 25.] 
 S. & S. 246. 
 
 Sec. 5670. Account of receiver to court. When required by the 
 court, the receiver shall render a full and accurate account of all 
 his proceedings to the court, on oath, -which may be referred to a 
 referee or master commissioner to examine and report thereon ; but 
 before he renders any such account he shall insert a notice of his 
 intention to present the same, once a week, for three consecutive 
 weeks, in some newspaper printed and of general circulation in the 
 county wherein the principal place of business of the corporation 
 is situate, specifying the time and place at which such account will 
 be rendered. [64 v. 153, §§ 26, 27.] S. & S. 246. 
 
 Sec. 5671. Report of referee mi receiver's account. The referee to 
 whom such account is referred shall hear and examine the proofs, 
 vouchers, and documents ofiered for or against the same, and shall 
 report thereon fully to the court ; and when the report is made, 
 the court shall hear the allegations of all concerned therein, and 
 shall allow or disallow the account, and may decree the same to be 
 
DISSOLUTION OF CERTAIN COEPOEATIONS. ^l^ 
 
 final and conclusive upon all the creditors of the corporation, upon 
 all persons who have claims against it, upon any open or subsist- 
 ing engagement, and upon all the stockholders of the corporation. 
 [64 V. 153, §§ 28, 29.J S. & S. 246. 
 
 Sec. 5672. Further duties of receiver. The receiver shall also 
 account, from time to time, in the same manner, and with like ef- 
 fect, for all money which comes to his hands after such account is 
 rendered, and for all money retained by him for any of the pur- 
 ■poses hereinbefore specified, and shall pay into court all unclaimed 
 dividends. [64 v. 153, § 29.] S. & S. 246. 
 
 Sec. 5673. When mie-ffth of stockholders may require a disso- 
 lution. When the stockholders owning one-fifth or more in amount 
 of the paid up stock of a corporation organized for manufacturing 
 or mining, file in the office of the clerk of one of the courts men- 
 tioned in section fifty-six hundred and fifty-one their petition, con- 
 taining the statement that for two out of the three last preceding 
 years the net earnings of the corporation have not been sufficient 
 to pay, in good faith, an annual dividend of six per centum upon 
 the paid up capital stock of the corporation, over and above the 
 salaries and expenses authorized by the by-laws and regulations of 
 the corporation, and that they therefore desire a dissolution of the 
 corporation, the court shall make an order requiring the officers of 
 the corporation, within a reasonable time, to file in court the in- 
 ventories, accounts, and statements required by section fifty-six 
 hundred and fifty-tivo ; upon the filing thereof the court shall pro- 
 ceed as provided in section fifty-six hundred and fifty-four, requiring 
 all persons interested in the corporation to show cause, if any they 
 have, why such corporation should not be dissolved, and the court 
 may adjudge a dissolution of the corporation in conformity with 
 the provisions of this chapter, made upon finding that the state- 
 ments contained in the petition are true, or that there exist any of 
 the reasons for dissolving corporations enumerated in section fifty- 
 six hundred and fifty-six; and upon such proceedings being had, 
 such other and further proceedings shall be had for the final settle- 
 ment and adjustment of the affairs of the corporation as are 
 hereinbefore provided to be had. [72 v. 67, § 1.] 
 
 Sec. 5674. Sow certain corporations may surrender charter. When 
 a majority of the directors, trustees, or other officers having the 
 management of the concerns of any corporation, become satisfied 
 
S14 OHIO COEPOEATIONS. 
 
 that the objects of the corporation can not be accomplished, and ne 
 installment of the capital stock of the corporation has been paid, 
 and no investments have been made, and no debts incurred which 
 are unpaid, they, or the president of the board of directors, trus- 
 tees, or other officers, may call a meeting of the stockholders of 
 the corporation, at such time and place as he or they may desig- 
 nate, by publication in some newspaper of general circulation in 
 the county wherein the principal office of the corporation is lo- 
 cated ; and if a majority in amount of the stockholders present at 
 such meeting, in person or by proxy, decide that the objects of the 
 corporation can not be accomplished, the corporation shall there- 
 upon be dissolved, and shall cease. [66 v. 94, § l.J 
 
 Sec. 5675. Directors at time of dissolution may settle affairs of 
 corporation. Upon the dissolution of a corporation, by the expira- 
 tion of the term of its charter, or otherwise, and unless other per- 
 sons be appointed by the legislature, or by the stockholders, di- 
 rectors, or trustees of the corporation, or by a court of competent 
 authority, the directors, trustees, or managers of the affairs of 
 such corporation, acting last before the time of its dissolution, by 
 whatever name they may be known in law, and their survivors, 
 shall be the trustees of the creditors and stockholders of the 
 dissolved corporation, and shall have full power to settle the 
 affairs of the same, collect and pay the outstanding debts, and 
 divide among the stockholders the money and other property re- 
 maining, in proportion to the stock of each stockholder paid up, 
 after the payment of debts and necessary expenses ; the persons so 
 constituted trustees may sue for and recover the debts and prop- 
 erty of the dissolved corporation, by the name of the trustees of 
 the corporation, describing it by its corporate name, and they shall 
 be jointly and severally responsible to the creditors and stock- 
 holders of the corporation, to the extent of its property and effects 
 that come into their hands ; such trustees may be made or become 
 parties to any action by or against the corporation ; and all liens 
 of judgments existing at the time of the dissolution, either in 
 
 5 5675. A warrant, of attorney given to a bank for the entry of judg- 
 ment may be used by the trustees provided by tbis section after its charter 
 has expired; but the trustees must sue in their collective name, and not in 
 their individual names. Maitin v. Belmont Bank, 13 Ohio, 250. 
 
DISSOLUTION OF CEETAnf CORPORATIONS. 315 
 
 favor of or against the corporation, shall continue in force in the 
 same manner as if the dissolution had not taken place. [40 v. 67, 
 §14; 48 V. 90, §5. J S. & C. 363 and 366. 
 
 Sec. 5676. When the last board is without a quorum. When the 
 last board of directors or trustees of an expired or dissolved corpo- 
 ration becomes unable, by the refusal or neglect of a piirt of such 
 trustees to act, or for want of a quorum, to act as trustees for 
 closing the affairs of the corporation, any number of such last 
 board of directors or trustees may apply to the court of common 
 pleas of the proper county to declare vacant the places of such 
 directors or trustees as refuse or neglect to act, and such court may 
 empower the remaining directors or trustees, not less than two in 
 number, or appoint any other number of persons, not exceeding 
 three, to perform the' duties of trustees under the preceding section. 
 [47 V. 15, § l.J S. & C. 365. 
 
 Sec. 5677. Petitions under preceding sections. All applications 
 made under the preceding section shall be by petition, and the 
 court hearing the same may, on the same petition, make needful 
 orders against any former trustees, or against any assignees of such 
 corporation, for the conveyance of property by them held, and for 
 the assignment of all rights in them vested, and also for the de- 
 livery of all books and papers touching the affairs of the corpora- 
 tion, which order may be enforced by proces.s, or by its terms operate 
 as a conveyance and transfer. [47 v. 15, § 2.] S. & C. 365. 
 
 Sec. 5678. Trustees appointed succeed to rights of predecessors. 
 The trustees so appointed, and all successors of such trustees, shall 
 succeed to all the rights vested in their predecessors, whether 
 trustees or assignees ; and all securities and effects by them held 
 or acquired, and all judgments recovered, whether in favor of the 
 corporation to which they succeed, or in the names of the trustees 
 of such corporation, shall inure to the succeeding trustees, and pass 
 by operation of law as fully as if the same were assigned. [47 v. 
 15, § 3.] S. & C. 365. 
 
 Sec. 5679. No action shall abate by dissolution of corporation. No 
 action pending in any court in favor of or against any corporation 
 shall be discontinued or abate by the dissolution of the corporation, 
 whether the dissolution occur by the expiration of its charter or 
 otherwise ; but all such actions may be prosecuted to final judgment 
 
316 OHIO coRPOE.vnoxs. 
 
 by the creditors, assignees, receivers, or trustees having tlie legal 
 charge of the assets of the corporation, in its corporate name. [41 
 V. 52, § 1 ; 40 V. 67, § 14.J S. & C. 363, 364.' 
 
 Sec. 5680. Judgments by or against such corporations may be en- 
 forced. Upon all j udgments in favor of or against any such corpo- 
 ration, whether such judgments exist at the time of the dissolution, 
 or are obtained afterward in actions pending at the time of the dis- 
 solution, execution may be had, and satisfaction or performance of 
 the same enforced, by the creditors, assignees, receivers, or trustees 
 having the legal charge of the assets of the dissolved corporation, 
 in the corporate name of the dissolved corporation. [41 v. 52, § 2.] 
 S. & C. 364. 
 
 Sec. 5681. Title to property of corporation to pass to trustees. The 
 title to all real estate belonging to any such corporation shall, at the 
 time of the dissolution of the same, pass to the trustees of the cor- 
 poration, who may sell and dispose of the same in such manner, 
 and upon such terms, as they deem best for the interest of the 
 creditors and stockholders, and, upon any such sale, make a good 
 and sufficient deed therefor. [41 v. 52, § 4.] S. & C. 364. 
 
 Sec. 5682. Trustees personally liable for an abuse of trust. The 
 trustees of any such corporation shall be subject to the control of 
 the court of common pleas, and be liable to be sued on behalf of 
 any person interested, on account of any neglect or omission of duty, 
 or abuse of trust ; in case of the removal of any such trustee by the 
 court for an abuse of trust, it may appoint a suitable person to fill 
 the vacancy ; and any such trustee may, for reasonable cause, upon 
 the application of any creditor or stockholder, be required b}' the 
 court to give bond and security, in such amount, and subject to 
 such conditions, as it may direct. [41 v. 52, § 5.] S. & C. 364. 
 
 Sec. 5683. Dissolved corporation may prosecute action in its ovm 
 name. A corporation may, at any time after its dissolution, whether 
 the dissolution occur by the expiration of its charter or otherwise, 
 prosecute any action in and by its corporate name, for the use of the 
 party entitled to receive the proceeds of such action, upon any and 
 all causes of action accrued, or which, but for such dissolution, would 
 
 §§ 5679-5688. For decisions under former statutes, see Company v. Gano, 
 13 Ohio, 269; Stetson v. Bank, 2 Ohio St. 167; Same v. Same, 12 Ohio St 
 677; Renick v. Bank, 13 Ohio, 298. 
 
DISSOLUTION OF CEETAIN CORPORATIONS. 317 
 
 have accrued, in favor of the corporation, in the same manner, and 
 with the like effect, as if it were not dissolved. [48 v. 90, § 1.] 
 S. & C. 365. 
 
 Sec. 5684. May be sued by corporate name ; service of process. Any 
 such dissolved corporation may be sued by its corporate name, for 
 or upon any cause of action accrued, or which, but for the dissolu- 
 tion, would have accrued against it, in the same manner, and with 
 the like effect, as if it were not dissolved ; and all process by which 
 an action Isl instituted against such corporation may be served by 
 the sheriff, or other proper officer, by delivering to any one of the 
 assignees, trustees, receivers, or persons having charge of its assets, 
 a copy thereof, or by leaving such copy at the residence of any such 
 assignee, trustee, receiver, or person. [48 v. 90, § 2.] S. & C. 
 366. 
 
 Sec. 5685. Judgmentsfor or against may be revived. Judgments in 
 favor of or against a dissolved corporation, whether rendered before 
 or after its dissolution, and which become dormant, may be revived in 
 favor of or against it, as the case may be, in and by its corporate 
 name, in the same manner, and with the like effect, as if the cor- 
 poration were not dissolved ; and in all cases of such judgments 
 against any such corporation, the writ of summons or other process 
 shall be served in the manner prescribed in section fifty-six hundred 
 and eighty-four. [48 v. 90, § 3.] S. & C. 366. 
 
 Sec. 5686. Error may be prosecuted on judgments for or against. 
 Petition's in error upon judgments may be prosecuted in favor of or 
 against any such dissolved corporation, and. by its corporate name, 
 in the same manner, and with the like effect, as if it were not dis- 
 solved ; and process thereon against it shall be served in the manner 
 prescribed in section fifty-six hundred and eighty-four. [48 v. 90, 
 § 4.J S. & C. 366. 
 
 Sec. 5687. Directors may appoint trustees to settle affairs of corpo- 
 ration. The board of directors or other officers having the control 
 and management of any corporation in this state, may appoint three 
 trustees to adjust and settle the affairs of such corporation, and the 
 trustees so appointed shall be authorized to use the corporate name 
 of the corporation, for such period as may be necessary for the ad- 
 justment and settlement of its affairs, by suit or otherwise. [50 v. 
 272, § 2.] S. & C. 367. 
 
318 OHIO CORPORATIONS. 
 
 Sec. 5688. Removal and duties of trustees. The trustees so ap- 
 pointed shall report annually to the stockholders of the corporation 
 a full and succinct statement of its affairs ; and a majority in inter- 
 est of the stockholders may remove a trustee, or appoint a person 
 to a vacancy occasioned by the death, resignation, or removal of a 
 trustee. [50. v. 272, §§ 3, 4. J S. & C. 367. 
 
 CHANGE OF NAME. 
 
 Sec. 5855. Proceeding to change name of corporation. The 
 directors or trustees of a corporation incorporated in this state may 
 file a petition in the court of common pleas of the county in which 
 its principal ofiice is located, or, if it has no principal office, in the 
 county in which it is situate, for a change of name of such corpo- 
 ration ; and the court, upon being satisfied that thirty days' notice 
 of the object and prayer of the petitioners has been given, by pub- 
 lication in a newspaper of general circulation in the county, and 
 upon good cause shown, shall order the change of name as prayed 
 for. [51 V. 293, §§1,2; 50 v. 274, § 77.] S. & C. 309, 317. 
 
 Sec. 5856. Cbp?/ of order to be fled, and ptdilication made. A 
 copy of the order of the court shall be filed with the secretary of 
 state, if the articles of incorporation were filed in his office, or with 
 the recorder of the county, if the certificate was filed in his office ; 
 and in either case a copy of the order shall be published in some 
 newspaper of general circulation in the county. [51 v. 293, § 3 ; 
 50 V. 274, § 77.] S. &. C. 309, 317. 
 
 Sec. 5857. Effect of change of name of corporation. When the 
 provisions of the last section have been complied with, such corpo- 
 ration shall thereafter be known by such new name, and shall have 
 all the powers, and be subject to the same restrictions, as if no 
 change of name had been made ; and no such change of name shall 
 affect the rights of such corporation, or of any individual, or other 
 corporation. [51 v. 293, § 4 ; 50 v. 274, § 77.] S. & C. 309, 317. 
 
 QUO WAERANTO. 
 
 Sec. 6760. When proceedings in quo warranto may he instituted 
 against a person. A civil action may be brought in the name of the 
 state — 
 
 1. Against a person who usurps, intrudes into, or unlawfully 
 aolds or exercises, a public office, civil or military, or a franchise. 
 
NUISANCES. SI 9 
 
 within this state, or an office in a corporation created by the au- 
 thority of this state. 
 
 2. Against a public officer, civil or military, who does or suffers 
 an act which, by the provisions of law, works a forfeiture of his 
 office. 
 
 3. Against an association of persons who act as a corporation 
 within this state without being legally incorporated. [36 v. 68, § 
 1.] S. & C. 1264. 
 
 Sec. 6761. Quo warranto against a corporation. A like action 
 may be brought agaiust a coporation — 
 
 1. When it has offended against a provision of an act for its 
 creation or renewal, or auy act altering or amending such acts. 
 
 2. When it has forfeited its privileges and franchises by non- 
 user. 
 
 3. When it has committed or omitted an act which amounts to 
 a surrender of its corporate rights, privileges, and franchises. 
 
 4. When it has misused a franchise, privilege, or right con- 
 ferred upon it, by law, or when it claims or holds by contract or 
 otherwise, or has exercised a franchise, privilege, or right in con- 
 travention of law. [78 Ohio L. 43.] S. & C. 1266. 
 
 NUISANCES. 
 
 Sec. 6919. Corporations may he prosecuted for nuisance — Court to 
 order nuisance abated. Corporations may be prosecuted by indictment 
 for violation of any of the provisions of sections sixty-nine hundred and 
 twenty-one, sixty-nine hundred and twenty-two, sixty-nine hundred and 
 twenty three, sixty-nine hundred and ttventy-four, sixty-nine hundred and 
 twenty-five, and sixty-nine hundred and twenty-six [62 v. 137, § 2 ; 63 
 V. 96, § 1] ; and in every case of conviction under said sections the 
 court shall adj udge that the nuisance described in the indictment be 
 abated or removed, and may issue an order to the sheriff to execute 
 such judgment at the cost and expense of the defendant. [54 v. 
 130, §3.] S. &S. 53; S. & C. 881. 
 
 § 6919. The judgment required by the statute, upon convicton for main- 
 taining a nuisance, under the act of April 15, 1857, can not be dispensed 
 with upon a showing that the nuisance does not exist at the time of render- 
 ing the judgment. The order to abate does not issue as a matter of course. 
 If the nuisance has ceased, the order will not issue. Smith v. State, 22 Ohio 
 St. 539 ; Matthews v. State, 25 Ohio St. 636. 
 
320 OHIO COEPOKATIONS. 
 
 Sec. 6920. Wlien certain nuisances deemed to have been committed 
 — Goniinuance of, a separate offense. An offense- charged under 
 either of said sections shall be construed and held to have been 
 committed in any county whose inhabitants are or have been in- 
 jured or aggrieved thereby [62 v. 137, § 1] ; and the continuance 
 of any nuisance for five days after prosecution commenced therefor 
 shall be deemed au additional offense. [30 v. 22, §§ 1, 2, 3 ; 63 v. 
 102, § l.J S. & S. 500; S. & C. 878. 
 
 Sec. 6921. Nuisances. Whoever erects, continues, uses, or 
 maintains, any building, structure, or place, for the exercise of any 
 trade, empLjyment, or business, or for the keeping or feeding of any 
 animal, which, by occasioning noxious exhalations, or noisome or 
 offensive smells, becomes injurious to the health, comfort, or 
 property of individuals, or the public, or causes or suffers any offal, 
 filth, or noisome substance to be collected or to remain in any place, 
 to the damage or prejudice of others, or the public, or obstructs or 
 impedes, without legal authority, the passage of any navigable 
 river, harbor, or collection of water, or corrupts, or renders un- 
 wholesome or impure, any water-course, stream, or water, or unlaw- 
 fully diverts any such water-course from its natural course or state, 
 to the injury or prejudice of others, or obstructs or incumbers, by 
 fences, buildings, structures, or otherwise, any public ground or 
 highway, or any street or alley of any municipal corporation, shall 
 be fined not more than five hundred dollars. [30 v. 22, §§ 1, 2; 
 54 V. 130, §§1,2; 72 v. 112, § 1 ; 32 v. 38, § 1.] S. & C. 441, 
 878, 880. 
 
 Sec. 6922. Creating artificial ponds and stagnant waters. Who- 
 ever builds, erecis, continues, or keeps up, any dam or other ob- 
 struction, in any river or stream of water, and thereby raises an 
 artificial pond, or produces stagnant water, which is manifestly in- 
 jurious to the public health and safety, shall be fined not more than 
 five hundred dollars. [29 v. 144, § 46.] S. & C. 433. 
 
 Sec. 6923. Depositwig dead animals, offals, etc. , into or upon land 
 or water. Whoever puts the carcass of any dead animal, or the offal 
 from any slaughter-house or butcher's establishment, packing-house, 
 or fish-house, or any spoiled meats, or spoiled fish, or any jiutrid 
 
 §6921. As to what is ii siifficii'nt descripiion of a highway, where it is 
 obstructed, see Matthews v. State, 25 Ohio St. 636. 
 
NUISANCES. 321 
 
 animal substance, or the contents of any privy vault, upon or into 
 any lake, river, bay, creek, pond, canal, road, street, alley, lot, 
 field, meadow, public ground, market-space, or common, and who- 
 ever, being the owner or occupant of any such place, knowingly 
 permits any such thing to remain therein, to the annoyance of any 
 of the citizens of this state, or neglects or refuses to remove or abate 
 the nuisance occasioned thereby within twenty-four hours after 
 knowledge of the existence of such nuisance upon any of the above 
 described premises owned or occupied by him, or after notice thereof 
 in writing from any supervisor, constable, trustee, or liealth officer 
 of any municipal corporation or township in which such nuisance 
 exists, shall be fined not more than fifty dollars nor less than 
 one dollar. [63 v. 102, § 1 ; 30 v. 22, § 3.] S. & S. 500 ; S. & 
 C. 878. 
 
 Sec. 6924. Certain business and buildings are nuisances when near 
 state benevolent institutions. Whoever carries on the business of 
 slaughtering, or tallow-chandlery, or manufacturing glue, soap, 
 starch, or other article, the manufacture of which is productive of 
 unwholesome or noxious odors, in any building or place within one 
 mile of Longview asylum, or any of the state benevolent institu- 
 tions, or erects, within one hundred and twenty rods of any state 
 benevolent institution, any rolling mill, blast-furnace, nail factory, 
 copper-smelting works, boiler fiictory, petroleum oil refinery, or any 
 other works which may generate unwholesome or noxious odors, or 
 make loud noises, or which may annoy, or endanger the health or 
 prevent the recovery of the inmates of any such institution, shall be 
 fined not more than five hundred nor less than one hundred dollars ; 
 all property, real or personal, which is used with the knowledge of 
 the owner thereof in violation of this section, shall be liable for the 
 fines and costs assessed for such violation, without exemption. [62 
 V. 137, §§ 1, 2, 3 ; 63 v. 96, §§1,2; 63 v. 57.] S. & S. 52, 53. 
 
 Sec. 6925. Throwing coal dirt, etc., into rivers, etc. Whoever 
 intentionally throws or deposits, or permits to be thrown or deposited, 
 any coal dirt, coal slack, cual screenings, or coal refuse from coal 
 mines, or any refuse or filth from any coal-oil refinery or gas-works, 
 or any whey or filthy drainage from a cheese factory, upon or into 
 any of the rivers, lakes, ponds, or streams of this state, or upon or 
 into any place from which the same will wash into any such river, 
 21 
 
322 OHIO COEPORATIONS. 
 
 lake, pond,* or stream, shall be fined in any sum not more than two 
 hundred nor less than fifty dollars. [73 v. 87, § l.J 
 
 Sec. 6926. Obstructing ditch, drain, or water-course. Whoever 
 willfully obstructs any ditch, drain, or water-course constructed by 
 proceedings before any board of county commissioners or township 
 trustees, or diverts the water therefrom, shall be fined not more than 
 one hundred nor less than ten dollars. [72 v. 150, §§ 1, 2 ; 68 v. 
 67, §24.] 
 
 Sec. 7010. Penalty for using hall, theater, etc., without certificate 
 — Unlawfid to obstruct aisles. Whoever, being the owner of a hall, 
 theater, opera-house, church, or school-house, having the control 
 thereof, individually or by virtue of his office, as agent of any 
 society or corporation, permits the same to be used for the purpose 
 of public assemblies or schools, without having the certificate re- 
 quired by law that the same is provided with the means of speedy 
 and safe ingress and egress, shall be fined not more than one thou- 
 sand dollars for each and every such offense; nor shall it be lawful 
 for any owner, lessee, or proprietor of a hall, theater, or opera- 
 house, to block up the aisles and hallways therein by placing chairs, 
 stools, or permitting them to be occupied by persons standing there- 
 in, or by any obstructions whatever to the danger of those occupy- 
 ing sittings therein, by cutting off an escape and easy egress there- 
 from, under the penalty as above enumerated in this section for not 
 providing means for escape in case of fire or other casualties. [80 
 Ohio L. 28. J 
 
 Sec. 7231. Summons and indictmeat against corporations. When 
 an indictment is presented against a corporation, a summons, com- 
 manding the sheriff to notify the accused thereof, and returnable on 
 the seventh day after its date, shall issue on the precipe of the 
 prosecuting attorney ; such summons, together with a copy of the 
 indictment, shall be served and returned in the manner provided 
 for service of summons upon such corporation in civil actions ; the 
 corporation, on or before the return day of a summons duly served, 
 may appear by one of its officers, or by counsel, and answer to the 
 indictment by motion, demurrer, or plea, and upon its failure to 
 make such appearance and answer, the clerk shall enter a plea of 
 "Not guiltj';" and, upon such appearance being made, or plea en- 
 tered, the corporation shall be deemed thenceforth continuously pres- 
 ent in court until the case is finally disposed of. 
 
NUISANCES. 323 
 
 (7914) Sec. I. Speciul charters not accepted or acted on, repealed. 
 Be it enacted by tlie General Assembly of the State of Ohio, That all 
 special acts of incorporation in force in this state, which have not 
 been accepted, or acted upon, be and the same are hereby repealed. 
 
 Sec. II. This act shall take effect upon its passage. 
 
 An Act to authorize the secretary of state to reissue charters of incorporation 
 which have been lost or destroyed. Passed and took effect March 25, 
 1878. 75 V. 77. 
 
 (7915) Sec. I. Duty of secretary of state — Effect of charter. Be it 
 enacted by the General Assembly of the State of Ohio, That whenever it 
 shall be made to appear to the satisfaction of the secretary of state that 
 any religious society or corporation heretofore organized or incorpo- 
 rated under the laws of this state has lost its charter or certificate of 
 incorporation, or that the same has been destroyed, it shall be the 
 duty of the secretary of state to issue a new certificate of incorpo- 
 ration of such religious society or corporation theretofore issued, and 
 the time as near as may be ascertained of issuing such lost or de- 
 stroyed certificate as shall be made to appear to him ; and there- 
 upon all deeds, mortgages, or other instruments of writing for the 
 conveyance of land, as well as all acts done by such religious so- 
 ciety or corporation by virtue of such certificate or charter there- 
 tofore lost, shall be binding and of full force in law and in equity : 
 provided, that nothing in this act shall be so construed as to make 
 valid any act not authorized under the laws of this state which here- 
 tofore have been in force. 
 
 (7916) Sec. II. Thirty years' exercise of corporate rights prima 
 facie evidence of incorporation. The fact that a religious society for 
 not less than thirty years, claim.ing to have been duly and legally 
 incorporated as such, and performing during such time duties and 
 exercising rights as such, shall be prima facie evidence of the orig- 
 inal issue of such charter or certificate of incorporation as claimed 
 by such society. 
 
324 OmO C0EP0EATI0N8. 
 
 FEES FOE FILING AETICLES OF mCOEPOEATION. 
 
 Sec. 148a. Fees for fling articles of incorporation — Increase of 
 capital — Mutual companies — Building associations — Benevolent societies, 
 etc. Upon tlie filing of articles of incorporation by any persons de- 
 siring to become incorporated under the laws of this state, there 
 shall be paid to the secretary of state, the following fees : For a com- 
 pany whose capital stock is five thousand doUars or under, five dol- 
 lars ; for a company whose capital stock is over five thousand dollars 
 and not to exceed ten thousand dollars, ten doUars ; over ten thou- 
 sand dollars and not to exceed twenty-five thousand dollars, fifteen 
 dollars ; over twenty-five thousand dollars and not to exceed fifty 
 thousand doUars, twenty-five doUars ; over fifty thousand doUars and 
 not to exceed one hundred thousand doUars, forty doUars ; over one 
 hundred thousand dollars and not to exceed three hundred thousand 
 doUars, sixty-five dollars ; over three hundred thousand doUars and 
 not to exceed five hundred thousand doUars, ninety doUars; over 
 five hundred thousand doUars and not to exceed eight hundred 
 thousand dollars, one hundred and fifteen doUars ; over eight hun- 
 dred thousand doUars and not to exceed one miUion doUars, one 
 hundred and fifty doUars ; over one million doUars, two hundred 
 doUars ; for an increase of capital stock, the same proportionate 
 charge for such increase shall be made ; mutual insurance companies 
 and such other mutual companies not organized strictly for benevo- 
 lent or charitable purposes, shaU pay a fee of twenty-five doUars ; 
 provided, however, that buUding associations shaU pay ten doUars 
 for each certificate of incorporation filed, and five doUars for every 
 increase of capital stock ; provided, further, in case of companies 
 formed for religious, benevolent or literary purposes, or such com- 
 panies as are not organized for profit, and have no capital stock, and 
 in case of religious or secret societies, or societies or associations com- 
 posed exclusively of any class of mechanics, express, telegraph, 
 railroad or other employes, formed for the mutual protection and 
 relief of the members thereof and their families exclusively, these 
 fees shaU not apply, but a fee of two doUars shall in such cases be 
 charged. For making additional copies of articles of incorporation 
 and for making copies in aU other cases for such companies, the fees 
 provided for in original section one hundred and forty-eight shall be 
 charged, and aU fees herein established shaU be paid into the state 
 treasury as provided in said original section. [83 Ohio L. 165.] 
 
FORMS. 
 
FORMS. 
 
 According to a late decision of our supreme court (38 Ohio St. 281), 
 corporations in this state are now of two general classes, viz : 
 
 1. Those organized for profit. 
 
 2. Those organized for purposes other than profit. 
 
 In preparing the following forms, the authors found it no small task 
 to determine to which class some organizations ought to belong, and 
 the distinction is so vague that the supreme court has already been 
 asked in several cases to solve the conundrum. 
 
 It will not be strange, therefore, if some of the forms here given are 
 not properly classified. If so, it will make little difference, as the 
 forms are all indexed and believed to be sufficient in each case. 
 
 The arrangement of the law in the Revised Statutes is not the most 
 obvious, although a vast improvement over the old statutes, where 
 there was no effort at any kind of system. For instance, in the pres- 
 ent statutes, there is a chapter headed " Creation of Corporations and 
 general provisions ;" then follow sixteen chapters on certain classes of 
 corporations, such as " Railroads,'' " Union Depot Companies,'' etc. 
 After all that is a chapter entitled " Powers of Certain Corporations," 
 with sixty-two sections, defining the "powers" of many corporations 
 not provided for any-where in the Revised Statutes specifically. It is, 
 however, assumed that such companies now exist as formed under 
 prior statutes, and that they may still be formed under the present 
 laws. Take, for example, section 3827, providing certain regulations 
 for "Boards of Trade'' and "Chambers of Commerce," when their 
 creation is not any-where provided for. In order to understand such 
 cases, reference has been made in the forms to the original statutes, 
 not as authority now, but to show what is necessarily meant by such 
 companies. Where necessary, explanatory notes have been added to 
 this class of forms, which are under the head of " Miscellaneous." 
 
 The "Regulations" and "By-laws" are of course only suggestive in 
 
 (3'27) 
 
328 OHIO CORPORATIONS. 
 
 a very general sense. It is believed that stockholders and members of 
 companies having no stock have not hitherto exercised the direct con- 
 trol over corporations to which they are entitled under the laws and 
 which their interests require. 
 
 The statutes authorize corporations to adopt regulations. Such reg- 
 ulations are not adopted by the directors or trustees, but by the stock- 
 holders or members themselves, who are superior to the directors or 
 trustees. The latter may adopt by-laws, but not inconsistent with the 
 regulations. Of course, if there exist no regulations, the by-laws may 
 control the company for all practical purposes. 
 
 The forms of mortgage and bonds of corporations, with proceedings 
 authorizing the same, and the petition for dissolution of corporations 
 under the statute, with forms of decrees and entries, are not strictly 
 within the scope of this book ; but they are here given, because, so far 
 as known, they exist in no published work. 
 
FORMS. 
 
 [No. ].] 
 
 Form of articles of incorporation for a manufacturing com- 
 pany. (Sec. 3236.) 
 The Surgical Instrument Manufacturing Company. 
 The undersigned, John Smith, William Jones, David Brown, Samuel 
 Miller, and Robert Allen, citizens of the State of Ohio [or, if only a 
 majority are citizens, the three last mentioned being citizens of the State 
 of Ohio], hereby associate themselves to become a body corporate, in 
 accordance with the laws of said state, under the following articles : 
 
 1. The name of the said corporation shall be " The Surgical Instru- 
 ment Manufacturing Company." 
 
 2. Said corporation shall be located, and its principal business trans- 
 acted, at Cleveland, 0. 
 
 3. The purpose for which said corporation is to be formed is to man- 
 ufacture, purchase, and deal in, medical and surgical instruments, ap- 
 pliances, and supplies, and all things incident thereto, for profit. 
 
 4. The capital stock of said corporation shall be fifty thousand dol- 
 lars, divided into 500 shares of $100 each. 
 
 In witness whereof, they hereunto set their respective hands, this 
 
 day of , A. D. 18 — . John Smith, 
 
 William Jones, 
 David Brown, 
 Samuel Miller, 
 Robert Allen. 
 
 [No. 2.] 
 Form of acknowledgment of articles of incorporation. (Sec. 3236.) 
 
 State or Ohio, t 
 
 Countt, ] 
 
 Personally appeared before me, a notary public, the above named 
 John Smith, William Jones, David Brown, Samuel Miller, and Robert 
 Allen, who severally acknowledged the signing of the above articles of 
 incorporation to be their free act and deed. 
 
 In witness whereof, I hereunto set my hand and official seal, at , 
 
 this day of , a. d. 18 — . ■ 
 
 Notary Public in and for said county. 
 
 (329) 
 
330 OHIO COEPOEATION8. 
 
 [No. 3.] 
 
 Form of certificate of clerk of common pleas conrt, to be at- 
 tached to articles of incorporation. (Sec. 3i238.) 
 
 State op Ohio, 1 
 Con.NTT, I *■'■ 
 
 I, , clerk of the court of common pleas, a court of record of said 
 
 county, do hereby certify that , before whom the annexed 
 
 acknowledgment was taken, was at the date thereof a in and for 
 
 said county, duly authorized by the laws of Ohio to take the same, 
 and that I am well acquainted with his handwriting, and believe his 
 signature thereto is genuine. 
 
 In testimony whereof, I hereunto subscribe my name and affix the 
 
 seal of said court, at , this day of , a. d. 18 — . 
 
 , Clerk. 
 
 [No. 4.] 
 
 Form of certificate by secretary of state, to be attached to 
 copy of articles of incorporation. (Sec. 3238.) 
 
 Ukited States of America, Ohio. 1 
 
 Office op the Secretary of State. J 
 
 I, , secretary of state of the. State of Ohio, do hereby certify that 
 
 the foregoing is a true copy of the^certificate of incorporation of , 
 
 filed in this.office on the day of , A. D. 18 — , and recorded in 
 
 volume , page , of the records of incorporations. 
 
 In testimony whereof, I have hereunto subscribed my name and af- 
 fixed my seal of office, at Columbus, the day of , a. d. 18 — . 
 
 , Secretary of State. 
 
 [No. 5.] 
 
 Form of notice of opening books for subscription to capital 
 
 stock, to be published at least thirty days previously. (Sec. 
 
 3242.) 
 
 Notice or Opening Books for Subscription to Capital Stock op The 
 
 Surgical Instrument Mancfactdring Company. 
 
 Notice is hereby given that books for subscription to the capital 
 
 stock of said corporation will be opened at the office of , No. — , 
 
 street, Cleveland, 0., on Monday, the 15th day of December, a. d. 
 
 1884. John Smith, 
 
 William Jones, 
 David Brown, 
 Samuel Miller, 
 Robert Allen, 
 Cleveland, 0., November 5, 1884. Incorporators. 
 
 Note.— Above notice may be given by all incorporators or by any five of them. 
 
FORMS. 331 
 
 [No. 6.] 
 Form of waiver of above notice, (Sec. 3242.) 
 
 Cleveland, 0., November 5, 1884. 
 The incorporators of The Surgical Instrument Manufacturing Com- 
 pany hereby waive giving notice of opening books for subscription to 
 the capital stock of said corporation. John .Smith, 
 
 William Jones, 
 David Brown, 
 Samuel Miller, 
 Robert Allen, 
 
 Incorporators. 
 Note.— This waiver can be made only by all the incorporators. 
 
 [No. 7.] 
 Form of subscription to capital stock. (Sec. 3244.) 
 
 Cleveland, 0., November 5, 1884. 
 "We hereby severally subscribe to the capital stock of The Surgical 
 Instrument Manufacturing Company the number of shares written 
 opposite our respective names, and agree to pay therefor the sum of 
 one hundred dollars per share. John S.mith, Fifty shares. 
 
 William Jones, Kifty shares. 
 David Brown, Fifty shares. 
 
 Samuel Miller, Fifty shares. 
 Robert Allen, Fifty shares. 
 John Robinson, Twenty shares. 
 James Black, Thirty shares. 
 
 [No. 8.] 
 Certificate to secretary of state that at least ten per cent is sub- 
 scribed. (Sec. 3244.) 
 
 Cleveland, 0., October 5, 1884. 
 To the Honorable Secretary of State, Columbus, O.: 
 
 We hereby certify that ten per cent (or more) of the capital stock of 
 The Surgical Instrument Manufacturing Company has been sub- 
 scribed. John Smith, 
 
 William Jones, 
 David Brown, 
 Samuel Miller, 
 Robert Allen. 
 
332 OHIO CORPORATIONS. 
 
 [No. 9 ] 
 
 General form of proxy to vote at any stockholders' meeting. 
 
 (Sec, 3245.) 
 
 I hereby constitute and appoint John Smith my attorney and proxy, 
 for me and in my name, to vote on all stock held by me in The Ohio 
 Steel Company, on all matters and questions lawfully presented at any 
 stockholders' meeting, as fully as I could do if personally present; 
 and I revoke all former proxies given by me. 
 
 In witness whereof, I hereunto set my hand, this day of , 
 
 A. D. 18 — , at Dayton, 0. . 
 
 NoTB.— A director as such can not give a proxy; 
 
 [No. 10,] 
 Form of proxy for limited purpose. (Sec. 3245.) 
 I hereby constitute and appoint John Smith my attorney and proxy, 
 
 for me and in my name, to vote for directors of on all stock held 
 
 by me in said company, at a stockholders' meeting, to be held on the 
 
 day of , A. D. 18 — , as fully as I could do if personally present; 
 
 and I revoke all former proxies given by me for said purpose. 
 
 In witness whereof, I hereunto set my hand, this day of , 
 
 A. D. 18 — , at Cincinnati, 0. . 
 
 [No. 11.] 
 Form of notice of holding first stockholders' meeting. (Sec. 3244.) 
 
 Cleveland, 0., November 5, 1884. 
 Notice is hereby given that the first meeting of stockholders of The 
 Surgical Instrument Manufacturing Company, for the election of di- 
 rectors and such other business as may properly be presented, will be 
 held at the office of , No. — , street, Cleveland, 0., on Mon- 
 day, the 15th day of December, 1884, at three o'clock p. m. 
 
 John Smith, 
 William Jones, 
 David Brown, 
 Samuel Miller, 
 Robert Allen. 
 [No. 12.] 
 
 Form of waiver of above notice. (Sec. 3244.) 
 
 Cleveland, 0., November 5, 1884. 
 The undersigned, being all the subscribers to the capital stock of 
 The Surgical Instrument Manufacturing Company, and this day, at 
 three o'clock p. m., personally, or by proxy, as below set forth, present 
 
FORMS. 333 
 
 at the first stockholders' meeting to elect directors for said company, 
 hereby waive the giving notice of such meeting provided for by law. 
 
 John Smith, owning 50 shares. 
 William Jones " 50 " 
 
 (By John Smith, his proxy), 
 David Bbown, owning 50 shares. 
 Samuel Miller, " 50 " 
 Robert Allen, " 50 
 
 Jno. Robinson, " 20 " 
 
 James Black, " 30 " 
 
 [No. 13.] 
 Minntes of first stockholders' meeting. (Sec. 3245.) 
 
 Cleveland, O., November 5, 1884. 
 
 Pursuant to the following waiver of notice of the time and place 
 of holding a meeting for the purpose of electing directors of The 
 Surgical Instrument Manufacturing Company, to wit : \_copy waiver, with 
 all signaiures], the stockholders of said company met at the office of 
 
 , No. — , street, Cleveland, 0., at o'clock — m., all the. 
 
 stockholders being present, either personally or by proxy, as follows: 
 
 John Smith, owning 50 shares. 
 
 William Jones, owning 50 shares (by John Smith, his proxy). 
 
 David Brown, owning 50 shares. 
 
 Samuel Miller, owning 50 shares. 
 
 Robert Allen, owning 50 shares. 
 
 John Robinson, owning 20 shares. 
 
 James Black, owning 30 shares. 
 
 Mr. Brown was chosen chairman, and Mr. ^Miller, secretary. 
 
 On motion of Mr. Smith, it was resolved that the board of directors 
 of the company consist of five members. An election for directors 
 was then held by ballot, which resulted as follows : 
 
 John Smith, William Jones, David Brown, Samuel Miller, and Rob- 
 ert Allen, each received 250 votes; and said persons were then duly 
 declared elected as directors, by John Smith, David Brown, Samuel 
 Miller, and Robert Allen, who acted as inspectors of'election. Said 
 inspectors then appointed the first meeting of the directors to be held 
 
 on this 5th day of November, 1884, at four o'clock p. m., at No. — , ■ 
 
 street. Cleveland, 0. 
 
 Adjourned. 
 
 , Secretary. , President. 
 
334 OHIO CORPORATIONS. 
 
 [No. 14.] 
 
 Form of oath of directors and trustees. (Sec. 3247.) 
 
 State of Ohio, \ 
 
 Hamilton Oountt, J 
 Before me personally appeared John Smith, William Jones, David 
 
 Brown, Samuel Miller, and Robert Allen, directors [or, trustees'] of , 
 
 who, being first duly sworn, severally say that they will faithfully dis- 
 charge their duties as directors [or, trustees] of said company. 
 
 John Smith, 
 \ WiLMAM Jones, 
 
 David Brown, 
 Samuel Miller, 
 Robert Allen. 
 Sworn to before me and subscribed in my presence by said affiants, 
 
 this day of , a. d. 18 — . William Johnson, 
 
 Notary Public in and for said county. 
 
 Note. — This oath should be copied into the records and the original filed for ref- 
 erence. 
 
 [No. 15.] 
 
 Form of minutes of directors' meeting. (Sec. 3247.) 
 
 Cleveland, 0., November 5, 1884. 
 
 Pursuant to the notice given by John Smith, David Brown, Samuel 
 Miller, and Robert Allen, inspectors of election at a stockholders' 
 meeting of The Surgical Instrument Manufacturing Company, held 
 Novembers, 1884, at three o'clock p. m., the directors of said company 
 met at No. — , street, in this city, at four o'clock p. M., the direct- 
 ors being all present, viz: John Smith, William Jones, David Brown, 
 Samuel Miller, and Robert Allen. An oath faithfully to discharge his 
 duties as director of said company was then taken by each director be- 
 fore William Johnson, notary public. 
 
 On motion of Mr. Allen, it was resolved that the board proceed 
 to elect the officers provided for by the regulations. An election 
 was then held for president, which resulted as follows : Mr. John 
 Smith received five votes, and he was thereupon declared duly elected 
 president. An election was then held for vice-president, which re- 
 sulted as follows: Mr. Robert Allen received five votes, and was 
 declared duly elected vice-president. An election was then held for 
 secretary and treasurer, which resulted as follows: Mr. William Jones 
 received five votes, and was declared duly elected secretary and 
 treasurer. An election was then held for general manager, which 
 resulted as follows : Mr. John Robinson received five votes, and was 
 declared duly elected general manager. [If desired, by-laws may be 
 
FOEMS. 335 
 
 adopted, assessments called in, next meeting appointed, and other 
 business transacted.] Adjourned 
 
 , Secretary. . President. 
 
 [Na 16.] 
 Bond for officer. 
 
 Know all men by these presents, that William Jones, as principal, 
 and John Smith and Robert Allen, as sureties, are held and firmly 
 
 bound to , in the sum of fifty thousand dollars, for the payment of 
 
 which tliey severally bind themselves, their heirs, executors, and ad- 
 ministrators. 
 
 The condition of this.obligation is such that, whereas, the said Will- 
 iam Jones has this day been duly elected secretary and treasurer of 
 
 : Now, if the said William Jones, his executors or administrators, 
 
 shall well and truly pay and account for all funds and property of 
 every kind, belonging to said company, which shall come into his 
 hands, and shall pay and deliver to his successor, or other person duly 
 authorized to receive the same, all moneys and property of every kind 
 in his hands and owned by said company, and shall in every respect 
 honestly and faithfully discharge his duties as such officer, then this 
 obligation shall be null and void, otherwise to be in full force. 
 
 In witness whereof, they hereunto set their hands, at Toledo, 0., this 
 
 day of , A. D. 18 — . William Jones, 
 
 John Smith, 
 Robert Allen. 
 [No. 17.] 
 
 Regulations for a corporation formed for profit. (Sec. 3249.) 
 Article I. Meetings of stockholders. 
 
 The annual meetings of the stockholders shall be held at the office 
 
 of the company, in , on the first Monday in March of each year; 
 
 and special meetings may be held at such times and places as may be 
 ordered by the board of directors. Notice of such annual and special 
 meetings shall be given to each stockholder appearing as such on the 
 books of the company, by duly mailing the same to his address twenty 
 days prior to the date of such meeting. Three-fourths of all the 
 stockholders shall constitute a quorum. 
 
 Art. II. Election of directors. 
 The election of directors shall take place at the annual meeting of 
 stockholders, or at a special meeting called for that purpose, and shall 
 be by ballot : provided, that if such election be not held at an annual 
 or special meeting, it may be held at a stockholders' meeting, at which 
 all stockholders are present in person or by proxy. Directors shall be 
 
336 OHIO COEPOEATIONS. 
 
 elected for one year, and shall continue in oflBce until their successors 
 are elected and qualified. The number of directors shall be deter- 
 mined by resolution of the stockholders, but shall not be less than 
 five nor more than fifteen. 
 
 Art. III. Election of officers. 
 The oflSoers of the company shall be a president, vice-president, 
 secretary and treasurer, and general manager, and they shall be 
 paid such compensation as the board of directors may determine. 
 Such officers shall be elected for one year, or until their successors are 
 elected and qualified. 
 
 Aet. IV. Duties of president and vice-president. 
 
 It shall be the duty of the president to preside at all meetings of 
 stockholders and directors, to sign the records thereof and all certifi- 
 cates of stock, and in general to perform all the duties usually incident 
 to such office, or which may be required by the stockholders or di- 
 rectors. 
 
 It shall be the duty of the vice-president to perform all the duties 
 of the president, in case of the latter's absence or disability. 
 
 Art. V. Duties of secretary. 
 It shall be the auty of the secretary to keep an accurate record of 
 the acts and proceedings of the stockholders and directors ; give all 
 notices required by law and the acts of the stockholders and direc1>- 
 ors; keep proper books of accounts and books for transfer of stock ; 
 issue and attest all certificates of stock ; on the expiration of his term 
 of office deliver all books, papers, and property of the company in his 
 hands to the president or his successor ; and in general to perform all 
 the duties usually pertaining to the office. 
 
 Art. VI. Duties of treasurer. 
 The treasurer shall receive and safely keep all money and choses in 
 action belonging to the company, and disburse the same, under the di- 
 rection of the board of directors; shall keep accurate account of the 
 finances of the company, in books specially to be provided by him for 
 that purpose, and hold the same open for inspection and examination 
 of the directors and any committee of stockholders appointed for 
 such inspection, and shall present abstracts of the same at the annual 
 meetings of stockholders, or at any other n:ieetings, when requested; 
 shall give bond in such sum and with such security as the board of di- 
 rectors may require for the faithful performance of his duties ; and 'on 
 the expiration of his term shall deliver all money and other property 
 of the company in his hands to his successor or the president. The 
 
FORMS. 337 
 
 offices of secretary and treasurer may be held by one and the same 
 person. 
 
 Art. VII. Duties of general manager. 
 The duties of the general manager shall be to superintend and 
 control the shops and warehouses of the company and the manu- 
 facture and sale of its products, under the direction of the board of 
 directors; to keep accurate accounts of all property passing through 
 his hands, and to do all things incident to such office or required by 
 said board of directors. 
 
 Art. VIII. Begulations amended, etc. 
 These regulations may be adopted, repealed, or amended by the as- 
 sent thereto in writing of two- thirds of the stockholders. 
 
 Art. IX. Transfers. 
 Transfers of stock can only be made on the books of the company, 
 in person or by proxy, in the presence of the president or secretary, 
 on surrender of the previous certificate and payment of all dues on 
 the same: provided, that if a certificate be lost or destroyed, a dupli- 
 cate may be issued by special order of the board of directors, upon 
 satisfactory proof of such loss or destruction, and the giving of a suit- 
 able bond of indemnity against loss by reason thereof The transfer 
 books shall be closed for thirty days next preceding each annual meet- 
 ing or special me'eting of stockholders. 
 
 Art. X. Proxies. 
 A stockholder may, through a written proxy, authorize another to 
 vote for him at all stockholders' meetings, but the person so author- 
 ized must himself be a stockholder, and such proxy must be filed with 
 the secretary before the person authorized thereby can vote there- 
 under. 
 
 Art. XI. Seal. 
 
 The seal of the corporation shall be circular, two inches in diam- 
 eter, with the name of the corporation engraved around the margin, 
 and the word seal engraved across the center. 
 
 Art. XII. Order of business. 
 At all stockholders' meetings the order of business shall be as 
 follows : 
 
 1. Beading minutes of previous meeting and acting thereon. 
 
 2. Reports of directors or committees. 
 
 3. Financial report or statement. 
 
 4. Reports from president, general superintendent, or other officers. 
 6. Unfinished business. 
 
 22 
 
338 OHIO COEPOBATIONS. 
 
 6. Election of directors. 
 
 7. New or miscellaneous business. 
 
 This order may be changed by aflBrmativ© vote of the majority of 
 stockholders present. 
 
 Art. XIII. Executive committee. 
 The board of directors may appoint an executive committee of not 
 less than three members from their own number, who shall have 
 charge of the management of the business and aflfairs of the company 
 in the interim between the meetings of directors, with power to fix 
 prices for the company's products, determine credits, make invest- 
 ments, and generally to discharge the duties of the board of directors, 
 but not to incur debts, excepting for current expenses, unless specially 
 authorized. They shall at all times act under the direction and con- 
 trol of the board of directors, and shall make report to the same of 
 their acts, which shall form part of the records of the company. 
 
 [No. 18.] 
 
 By-laws of corporation for profit. (Sec. 3250.) 
 
 Art. L Meetings of directors and quorum. 
 
 The regular meetings of the board of directors shall be held at the 
 
 ofiSce of the company on the first Monday in each month, and special 
 
 meetings may be held at the call of the president, and he shall call 
 
 the same on the written request of two directors. At all meetings a 
 
 majority of the board shall form a quorum. 
 
 Art. II. Qualification of officers. 
 All directors and executive oflBcers of the corporation must be hold- 
 ers of at least one share of the capital stock of the company. 
 
 Art. III. Salaries. 
 The yearly salaries of the officers of the company are hereby fixed 
 
 as follows: President, $ ; vice-president, $ ; secretary and 
 
 treasurer, $ ; general superintendent, $ . Said salaries shall 
 
 be payable monthly, on the first day of each month. 
 
 Art. IV. Amendments. 
 These by-laws may be amended or repealed, or new by-laws adopted, 
 at any regular .meeting of directors, by an affirmative vote of two-thirds 
 of all directors of the company. 
 
 [No. 19.] 
 By-law providing for lien on stock. 
 The company, at all times shall have a lien on its stock to secure all 
 indebtedness of the several stockholders to the company, which lien, 
 
FORMS. 339 
 
 when the debt is due, may be enforced by private sale of the stock, 
 owned by the debtor, at the office of the company, after giving the 
 owner at least ten days notice in writing of the day and hour of sale, 
 and for the purpose of such sale the subscriber for the stock shall be 
 the owner thereof, or, after a certificate has been issued, the person in 
 whose name the stock stands on the books of the company shall be 
 held to be the owner; and if such owner can not be found, said no- 
 tice shall be served by leaving a copy thereof at his usual place of res- 
 idence; and if the residence is unknown, or is not in the State of 
 Ohio, the notice shall be served by publishing the same in a newspaper 
 of general circulation in the county, one time, at least ten days before 
 the sale. If a certificate has been issued representing the stock sold, 
 it shall be rendered void by such sale ; and whether such certificate 
 has been issued or not, the purchaser at such sale shall receive a cer- 
 tificate reprefenting the stock by him purchased, and shall have com- 
 plete title to such stock, acquiring all the rights of the former owner 
 thereof. All certificates of stock shall briefly mention therein the 
 right to the lien above provided for. 
 
 This by-law shall not apply where the indebtedness to the company 
 is for unpaid Subscriptions to capital stock ; but in such cases the stat- 
 utes of Ohio regulating the enforcement of payment of such indebt- 
 edness shall be strictly followed by this company. 
 
 Note. — Probably the terms of the subscription for stock should give notice of the 
 fact that the stock to be issued will reserve such lien. 
 
 [No. 20.] 
 Regulations for a corporation not for profit. (Sec. 3249.) 
 Art. I. Meetings of members. 
 The annual meeting of members shall be held at the rooms of the cor- 
 poration, in Columbus, 0., on the first Monday in January in each year. 
 Regular meetings shall also be held at the rooms of the corporation on 
 the first and third Mondays of each month, at 7:30 o'clock p. m. Special 
 meetings may be called by the president upon three days previous no- 
 tice, by publication in some newspaper published in Columbus, 0. At 
 all meetings a majority of the members shall constitute a quorum. 
 
 Akt. II. Election of trustees. 
 The election of trustees shall take place at the annual meeting of 
 members, or at a special meeting called for that purpose, and shall be 
 by ballot, and a majority of all votes cast shall be necessary to a choice. 
 The number of trustees shall be five, and they shall be elected for one 
 year, but shall continue in office until their successors are elected and 
 qualified. 
 
340 OHIO COKPORATIONS. 
 
 Art. III. Election of officers. 
 The oflBcers of the corporation shall be a president, vice-president, 
 secretary and treasurer, and shall serve without compensation. They 
 shall be elected for one year, but serve until their successors are elected 
 and qualified. 
 
 Art. IV. Duties of president and vice-president. 
 It shall be the duty of the president to preside at all meetings of 
 the society, sign the records thereof, and in general to perform all the 
 duties incident to the office. It shall be the duty of the vice-president 
 to perform all the duties of the president during the absence or disa- 
 bility of the latter. 
 
 Art. V. Duties of secretary and treasurer. 
 It shall be the duty of the secretary and treasurer to keep an accu- 
 rate record of all acts and proceedings of the members and trustees, 
 and of all money received and expended by him ; to deliver such 
 records and money tp his successor upon the expiration of his term of 
 office, and in general to do all things and acts usually devolving upon 
 such officers. 
 
 Art. VI. (Sec. 3251.) Amendment to regulations. 
 These regulations maybe amended by the assent in writing of two- 
 thirds of the members, or by a majority of the members, at a meeting 
 called for that purpose, as provided in Art. I. 
 
 Art. VII. Dues. 
 All members shaH pay an entrance fee of five dollars within ten 
 days after their election, in default of which such election shall be 
 void, and all members shall pay an annual due of two dollars, payable 
 to the treasurer, in advance, on the first day in February of each year, 
 or upon election, and all fractions of a year shall be counted as a full 
 year. Failure to pay annual dues promptly shall be cause for suspen- 
 sion or expulsion. 
 
 Art. VIII. Qualifications of members. 
 Any male person, not less than twenty-five years of age, may become 
 a member upon election by three-fourths of all votes cast, signing the 
 copy of the articles of incorporation, and paying the entrance fee pro- 
 vided for in Art. VII. 
 
 Art. IX. Order of business. 
 At all regular meetings of members the order of business shall be 
 as follows : 
 
FORMS. 341 
 
 1. Eollcall. 
 
 2. Reading minutes of previous meeting and action thereon. 
 
 3. Reports of committees, etc. 
 
 4. Financial reports and statements. 
 
 5. Reports from president or other officers. 
 
 6. Unfinished business. 
 
 7. Election of trustees. 
 
 8. New or miscellaneous business. 
 
 This order may be changed by affirmative vote of the majority of 
 members present. 
 
 Note. — The trustees of a corporation not for profit are individually liable for 
 debts of the corporation. (Sec. 3261. J 
 
 [No. 21.] 
 Certificate of stock. (Sec. 3254.) 
 
 Number .J STATE OF OHIO. [ Shares. 
 
 The Amekican Steel Compakt. 
 
 Capital stock, $1,000,000 Shares $.iOO each. 
 
 This certifies that John Jones is entitled to twenty-five shares of 
 the capital stock of The American Steel Company, which are trans- 
 ferable only on the books of said company by the said stockholder, or 
 his representative or attorney, on the surrender of this certificate. 
 
 Dated at , this day of , a. d. 18 — . 
 
 Samuei, Millek, President. 
 [seal of corporation. J Robert .\llen, Secretary. 
 
 Indorsement — assignment: 
 
 For value received, hereby sell, assign, and transfer to 
 
 shares of the stock within inontionod, and authorize to make 
 
 the necessary transfer on the books of the company. 
 
 Dated at , this day of , a. d. 18—. John Jones. 
 
 [No. 22.] 
 Certificate of preferred stock. (Sec. 3263.) 
 
 Number .] STATE OF OHIO. [■ Shares. 
 
 The Zaxestille Gas Company. 
 
 Capital stock, $100,000 Shares, $100. 
 
 Preferred stock (increase), $50,000. 
 This certifies that John Smith is entitled to and owner often shares 
 of the preferred capital stock of the Zanesville Gas Company, on 
 which he is entitled to receive a dividend out of the profits of said 
 company, in preference to the owners of common stock therein. 
 
342 OHIO COEPOEATIONS. 
 
 Transferable only on the books of said company, by the said stock- 
 holder or his representative or attorney, on the surrender of this cer- 
 tificate. 
 
 Dated at Zanesville, O., this day of , a. d. 18 — 
 
 Samuel Miller, President. 
 
 [seal of corporation.] Eobert Allen, Secretary. 
 
 [No. 23.] 
 
 Certificate of action authorizing: preferred stock. (Sec. 3263.) 
 
 Office op Zanestille Gas Coiwf any, 1 
 Zanesville, 0., July 25, 1884. | 
 
 At a meeting the stockholders of The Zanesville Gas Company, held 
 at its ofiBce this day, pursuant to notice, all the stockholders being 
 present in person or by proxy, the following resolution v?as adopted 
 by a vote of more than three-fourths in number of the stockholders, 
 representing more than three-fourths of the stock, viz : 
 
 Resolved, That the capital stock of this company be and the same is 
 hereby increased from $100,000 to $150,000, and that the increase of 
 $50,000 be issued and disposed of as preferred stock in 500 shares of 
 $100 each, and that the purchasers and ovf ners thereof be entitled to 
 receive a dividend on said preferred stock of six per cent per annum 
 out of the annual profits of this company, payable within thirty days 
 from the annual meeting of this company, in each year, in preference 
 to all other stockholders, and before any dividend is paid to other 
 stockholders, and that the holders of said preferred stock may, at 
 their election, convert the samo into common stock of this company; 
 and the proper ofiicers of this company are hereby authorized to carry 
 out the provisions of this resolution and issue certificates of stock to 
 subscribers for said preferred stock. 
 
 The undersigned, president and secretary respectively of the Zanes- 
 ville Gas Company, hereby certify that the foregoing is a correct copy 
 of proceedings vyhich took place at the office of Gaid company at the 
 time above stated, and that the statements in the foregoing record 
 as to the presence of stockholders and their action in the premises are 
 correct, the undersigned having been present and participating in said 
 proceedings. , President. 
 
 , Secretary. 
 
 Note.— Tf desired, the above form can be abridged, as In the form given lor in- 
 crease of stock, under sec. 3262. 
 
FORMS. 343 
 
 [No. 24.] 
 Certificate of stock, reserving lien. 
 
 Number .] STATE OF OHIO. [ Shares. 
 
 The A.MERICAN Steel Company. 
 Capital stock, $liJO,000 Shares $500 each. 
 
 This certifies tliat John Brown is entitled to and is owner of ten 
 shares of the capital stock of the American Steel Company, transferar 
 ble only on the books of said company on the surrender of this cer- 
 tificate; and said company at all times shall have a lien on the stock 
 represented by this certificate for all indebtedness of the owner of 
 such stock to sai 1 company, which lien is enforcible in the mannei 
 specified in the by-laws of said company, and the said lien shall not 
 be impaired by any change in the ownership of the said stock. 
 
 Dated at Columbus, O., this 1st day of November, a. d. 1884. 
 
 Samuel Miller, President. 
 
 [corporate seal.] Robert Allen, Secretary. 
 
 Note.— In Feohheimer v. National Exchange Bank, Sup. Court of Appeals, Va., 18 
 Eep. 410 (6 Ohio Law Journal, 228), the court held the national hank can not pro- 
 Tide for such a lien as the above form contemplates, under a construction of United 
 States statutes, which are not like Ohio laws. 
 
 [No. ,25.] 
 
 Fledge of stock as collateral security. 
 
 $1,000.] Springfield, , September 1, 1884. 
 
 Ninety days after date, I promise to pay to the order of The Security 
 Bank one thousand dollars, with interest at eight per cent after due. 
 As collateral security for the payment hereof, I hereby pledge to said 
 bank twenty shares of the capital stock of , evidenced by certifi- 
 cate No. , possession of which has been given to said bank, hereby- 
 giving said bank, its successors or assigns, full authority to sell all or 
 any of said stock, at or after the maturity of this note, at public or 
 private sale, without notice in any manner, and out of the proceeds to 
 pay all necessary' expenses incurred in making such sale, and apply 
 the balance to the payment of this note and accrued interest, the sur- 
 plus, if any, to be paid to me; and this pledge and power of sale shall 
 apply to any securities hereafter substituted by agreement for said 
 gt(ji,lj_ Samuel Miller. 
 
344 OHIO COBPOKATIONS. 
 
 [No. 26.] 
 
 Another form— Pledge of warehouse receipt. (Used in Cleve- 
 land, Brown & Co. v. Shoeman, 40 Ohio St. 176.) 
 
 $600.] Cleveland, , June 9, 1874. 
 
 Forty-five days after date, I promise to pay the First National Bank 
 of Cleveland, or order, six hundred dollars, at First National Bank, for 
 value received, having pledged to the said bank as security (with 
 authority to sell the same on the non-performance of this promise, in 
 such manner as they in their discretion may deem proper, without no- 
 tice, either at public or private sale, and to apply the proceeds hereon) 
 Cleveland, Brown & Co.'s warehouse receipt, attached, for 100 barrels 
 flour. S. F. Lesiee. 
 
 FoKM OF SAID Warehouse Receipt. 
 
 Cleveland, 0., June 9, 1874. 
 
 Received in store of S. F. Lester one hundred (100) barrels flour, 
 fifty (50) barrels branded " Franklin," and fifty (50) barrels not branded. 
 Said flour deliverable only to Mr. Lester, or his order, on the surrender 
 of this receipt. Danger of fire excepted. 
 
 Cleveland, Brown & Co. 
 
 [No. .27.] 
 Notice of sale of stock for delino[uent installment. (Sec. 3253.) 
 
 Zane.sville, O., December 1, 1884. 
 Notice is hereby given that, on January 2, 1885, at ten o'clock a. m., 
 the Zanesville Furniture Company will sell at public auction, at its 
 office, ten shares of its capital stock, owned by William Johnson, for 
 non-payment of an installment of twenty per cent, ordered to be paid 
 on August 1, 1884, by resolution of the board of directors of said com- 
 pany, passed July 1, 1884. By F. S. Black, Secretary. 
 
 [No. 28.] 
 Power of attorney to transfer stock. 
 
 Know all men by these presents, that I, John Smith, do hereby con- 
 stitute and appoint William Jones my agent and attorney, for me and 
 in my name, to sell, assign, and transfer all the stock, being 100 shares, 
 
 owned by me and standing in my name on the books of , hereby 
 
 authorizing and ratifying all that my said attorney may lawfully do in 
 the premises. 
 
 Witness my hand, at Columbus, 0., this day of , a. d. 1884. 
 
FORMS. 345 
 
 [No. 29.] 
 Forms for increase of capital stock. (Sec. 3262, 83 o. L. 134.) 
 
 1. Notice of meeting of stockholders to be published at least thirty- 
 days before meeting is held : 
 
 Cleveland, 0., October 1, 1884. 
 Notice is hereby given that at a regular meeting of directors of The 
 American Steel Company, held this day, it was unanimously resolved 
 that a special meeting of stockholders of said company be held at the 
 office of the company on November 10, 1884, at three o'clock p. m , to 
 consider the advisability of increasing the capital stock of said com- 
 pany to $1,500,000. Robert Allen, Secretary. 
 
 2. Send similar notice to each stockholder whose place of residence 
 is known, at least thirty days prior to meeting. 
 
 3. Waiver of above notices and consent to such increase, signed by 
 all stockholders personally or by proxy : 
 
 Cleveland, 0., October 1, 1884. 
 The undersigned, being all the stocliholders of The American Steel 
 Company, and being either personally or by' proxy, as below set forth, 
 this day present at a stockholders' meeting, hereby agree that the cap- 
 ital stock of said company shall be increased from $1,000,000 to 
 $1,500,000, and waive notice of the time, place, and object of holding 
 such meeting, provided for by law. John Smith, 
 
 WiLLUM Jokes 
 
 (By John Smith, his proxy), 
 David Brown, 
 Samuel Miller, 
 Robert Allen, 
 James Black. 
 
 4. Certificate of such action to be filed with the secretary of state, 
 a formal motion to increase the stock having been carried. (Sec. 3263.) 
 
 To the Hon. Secretary of State, Columbus, O. : 
 
 The American Steel Company hereby certifies that at a stockhold- 
 ers' meeting, called by a majority of its directors, held at the office of 
 the company, October 1, 1884, pursuant to notice, duly given according 
 to law [or, at which all stockholders were present, either in person or by proxy, 
 and duly waived in writing the notices of such meeting, provided for by law, and 
 also in writing agreed to the increase of capiinl stock, hereinafter mentioned], 
 it was, by a vote of the holders of a majority of its stock, resolved, on 
 motion, that the capital stock of said companv should be increased 
 from $1,000,000 to $1,500,000, in 100 shares of $500 each. 
 
 In witness whereof, said The American Steel Company has caused 
 
346 OHIO COEPOEATIONS. 
 
 its corporate seal to be hereto affixed, and its president and secretary 
 to subscribe this certificate, this 2d day of October, a. d. 1884. 
 
 The American Steel Company. By 
 
 Samuel Miller, President. 
 [corporate seal.] Robert Allen, Secretary. 
 
 Note.— The above form should be sufficient under the statute; but, if desired, the 
 resolution in full maybe given, as in the certificate of action authorizing preferred 
 stock, under sec. 3263. 
 
 [No. 30.] 
 Forms to reduce capital stock. (Sec. 3264.) 
 
 1. Written consent to reduction : 
 
 Cleveland, O., October 1, 1884. 
 The undersigned, in whose names a majority of the shares of the 
 capital stock of the American Steel Company stand on the books of 
 the company, hereby consent that the capital stock of said company 
 may be reduced from $1,000,000, its present figure, to $750,000, and the 
 nominal value of each share from $500 to $375, and that the board of 
 directors of said company may take any action necessary to carry such 
 reduction into efiect. ~ John Smith, owning shares. 
 
 William Jones, 
 
 David Brown, 
 
 Samuel Miller, 
 
 Robert Allen, 
 
 William Black, 
 
 S. S. Shelby, 
 
 2. Form of motion to reduce capital stock : 
 
 "Hesohed, That the capital stock of The American Steel Company, 
 now nominally $1,000,000, on which $750,000 have been paid in, be and 
 the same is hereby reduced to $750,000, divided into the original num- 
 ber of shares, to wit, 2,000, of $375 each, which are hereby declared fully 
 paid up, and the president and secretary are hereby directed to issue 
 new certificates of stock of the value of $375 per share, on surrender 
 of the original certificates now outstanding."' 
 
 3. Certificate of such action to be filed with secretary of state : 
 To the Hon. Secretary of State, Columbus, 0. : 
 
 The American Steel Company hereby certifies that at a meeting of 
 directors of said company, held October 1, 1884, the written consent of 
 the persons in whose names a majority of the shares of the capital 
 stock of said company stood on the books of the company having 
 been first obtained, the capital stock of said company was reduced 
 from $1,000,000 to $750,000, and the original shares of $500, on which 
 
FORMS. 347 
 
 $375 had been paid in, were reduced to $375, fully paid up, and new 
 certificates, in accordance therewith, were directed to be issued on sur- 
 render of said original certificates. 
 
 In witness whereof, The American Steel Company has caused its 
 corporate seal to be hereto affixed and its president and secretary to 
 subscribe this certificate, this 2d day of October, a. d. 1884.. 
 
 The Americak Steel Company. By 
 1 Samuel Miller, President. 
 
 1 [corporate seal.J Robert Allen, Secretary. 
 
 [No. 31.] 
 
 Form of resolution by stockholders authorizinir ^ loan, and 
 'mortgage securing same. (Sec. 3256.) 
 
 Mr. offered the following resolution in writing, to wit : 
 
 Besolved, That the president and secretary of this company be au- 
 thorized to execute and deliver to a trustee the bonds of this company, 
 secured by a mortgage on all its real estate for the sum of one hun- 
 dred thousand dollars, payable ten years after date, and redeemable 
 at any time after five years from date, at the pleasure of the company, 
 with interest at six per cent per annum, payable semi-annually, and 
 that said bonds be sold and the proceeds applied, first, to the payment 
 
 of a mortgage on the company's real estate, now held by , on 
 
 which is now owing the sum of $50,000, with interest from January 1, 
 1884; second, to the payment of all other indebtedness of the com- 
 pany, amounting to about $33,000, and the balance turned over to the 
 company as additional working capital; and that the directors carry 
 into effect the provisions of this resolution, and cause said trustee to 
 be appointed and said bonds and mortgage to be duly executed and 
 delivered. 
 
 [No. 32.] 
 Eesolution by directors to carry out instructions of stock- 
 holders in executing mortgage, etc. 
 
 Mr. offered the following resolution in writing, to wit: 
 
 Besolved, That the president and secretary of tliis company be and 
 they are hereby authorized and directed, in compliance with the reso- 
 lution of the stockholders of this company, passed at their meeting 
 in ^ on , to execute and deliver to , as trustee, one hun- 
 dred bonds of this company, of $500 each, payable on January 1, 1895, 
 with interest at the rate of six per cent per annum, payable semi-an- 
 nually, on the first days of January and July in each year, principal 
 and interest to be paid at the bank, in the city of , each bond 
 
348 OHIO CORPORATIONS. 
 
 to have attached thereto twenty interest coupons, the bonds and cou- 
 pons to be of the form and tenor following, namely: 
 
 United States of America. 
 STATE OF OHIO. 
 
 FIRST MORTGAGE BONDS. 
 No. . $500. 
 
 The American Steel (Jompany, a corporation organized and existing 
 under the laws of the State of Ohio, acknowledges itself indebted to 
 , trustee, or bearer, in the sum of five hundred dollars, and prom- 
 ises to pay the same on the 1st day of January, 1895, at the bank, 
 
 in , and to pay interest thereon from and after the 1st day of Jan- 
 uary, 1885, at the rate of six per cent per annum, payable semi-an- 
 nually, on the 1st days of January and July in each year, at said bank, 
 upon presentation and surrender of the interest coupons hereto at- 
 tached as they respectively become payable, but reserving the right, at 
 its option, to pay this bond at any time after five years from date. 
 
 This bond is one of a series of one hundred bonds, numbered con- 
 secutively from numbpr one to number one hundred, both inclusive, 
 all of like date and amount and of the same tenor. The payment of 
 the principal and interest of all said one hundred bonds, without 
 priority or preference among the holders thereof, is secured by first 
 mortgage, bearing even date herewith, made by said corporation to 
 
 said , trustee, conveying to him in trust for the equal security of 
 
 all said one hundred bonds all the real estate and other property of 
 
 said corporation in , to which mortgage reference is hereby made ; 
 
 and upon the certificate of said trustee, indorsed hereon, this bond 
 Tpill become secured by said mortgage. 
 
 In testimony whereof, the said corporation, The American Steel 
 Company, has caused its corporate seal to be hereto affixed, and this 
 bond to be subscribed by its president and secretary, and the accom- 
 panying twenty interest coupons to be authenticated by the litho- 
 graphed fac-simile of the signature of said secretary, on this day 
 
 of , A. D. 18 — . The A.memcan Steel Compant. By 
 
 , President. 
 
 [corporate seal.] , Secretary. 
 
 Trustee's Certificate. 
 
 I hereby certify that this bond is one of the series of one hundred 
 first mortgage bonds, and is secured by the mortgage mentioned 
 
 herein, bearing date the day of , a, d. 18 — . 
 
 , Trustee. 
 
 That all of the interest coupons attached to each of said series of 
 one hundred first mortgage bonds, except as to number and time of 
 maturity, shall be in the form following, namely: 
 
FOEMS. 349 
 
 Interest Coupon. 
 $15.] On the day of , a. d. 18 — , The American Steel Com- 
 pany will pay the bearer, at the bank, in , fifteen dollars, be- 
 ing the semi-annual interest that day due on its first mortgage bond, 
 No. , Secretary. 
 
 And that the president and secretary be and they are hereby au- 
 thorized and directed, in further compliance with said stockliolders' 
 
 resolution, to execute and deliver to said , as trustee, one hundred 
 
 second mortgage bonds of this company, of $nOO each, payable on Jan- 
 uary 1, 1895, with interest at the rate of six per cent per annum, pay- 
 able semi-annually, on the first days of January and July in each year, 
 
 principal and interest to be paid at the bank in the city of , 
 
 each bond to have attached thereto twenty interest coupons, the bonds 
 and coupons to be of the form and tenor following, namely : 
 
 United States op America. 
 STATE OF OHIO. 
 
 SECOND MORTGAGE BONDS. 
 
 No. . $500. 
 
 The American Steel Company, a corporation organized and existing 
 under the laws of the State of Ohio, acknowledges itself indebted to 
 trustee, or bearer, in the sum of five hundred dollars, and prom- 
 ises to pay the same on the day of January, 1895, at tlie bank, 
 
 in , and to pay interest thereon from and after the ] st day of Jan- 
 uary, 1885, at the rate of six per cent per annum, payable semi-an- 
 nually, on the 1st days of January and July in each year, at said bank, 
 upon presentation and surrender of the interest coupons hereto at- 
 tached as they respectively become payable, but reserving the right, at 
 its option, to pay this bond at any time after five years from date. 
 
 This bond is one of a series of one hundred bonds, numbered con- 
 secutively from number one to number one hundred, inclusive, all of 
 like date and amount and of the same tenor. The payment of the 
 principal and interest of all said one hundred bonds, without priority 
 or preference among the holders thereof, is secured by mortgage bear- 
 ing even date herewith, made by said corporation to said . trustee, 
 
 conveying to him in trust for the security of said bonds all the real 
 
 estate and other property of said company in , which mortgage, so 
 
 far as it secures this series of one hundred bonds, including this one, 
 is the second lien on all said property and premises, and is subject to 
 the first lien thereon to secure one hundred bonds of five hundred 
 dollars each, made by said corporation, bearing even date herewith, 
 secured by the same mortgage, and denominated " First Mortgage 
 
350 OHIO COEPOEATIONS. 
 
 Bonds;" and the lien of said mortgage to secure this bond is inferior 
 and subsequent to the lien thereof as security for said first series of 
 one hundred bonds, which were given to pay off a purchase money 
 mortgage on said real estate, to which mortgage reference is hereby 
 made, and upon the certificate of said trustee, indorsed hereon, this 
 bond will become secured by said mortgage. 
 
 In testimony whereof, the said corporation. The American Steel Com- 
 pany, has caused its corporate seal to be hereto affixed, and this bond 
 to be subscribed by its president and secretary, and the accompanying 
 twenty interest coupons to be authenticated by the lithographed fac- 
 simile of the signature of said secretary, this day oif , a. d. 1884. 
 
 The American Steei, Company. By 
 , President. 
 
 [corporate seal.] , Secretary. 
 
 Trustee's Certificate. 
 I hereby certify that this bond is one of the series of one hundred 
 second mortgage boiids, and is secured by the mortgage mentioned 
 
 herein, bearing date the day of , a. d. 1884. 
 
 , Trustee. 
 
 That all of the interest coupons attached to each of said series of 
 one hundred bonds, except as to number and time of maturity, are in 
 the form following, namely : 
 
 Coupon. 
 
 $15.] On the 1st day of , a. d. 18 — , The American Steel Company 
 
 will pay the bearer, at the bank, in , fifteen dollars, being the 
 
 semi-annual interest that day due on its second mortgage bond, 
 No. . , Secretary. 
 
 And that said president and secretary also be and they are hereby 
 authorized and directed, in further compliance with the said resolution 
 
 of the stockholders, to execute and deliver to said , trustee, a 
 
 mortgage on all the real estate and other property of this company in 
 
 , as security for said bonds, according to the tenor and priority 
 
 thereof, putting in said mortgage, among other necessary covenants 
 and agreements, the following provisions, namely : 
 
 That said , trustee, has been and is hereby authorized and di- 
 rected to sell and negotiate all of said bonds, and out of the proceeds 
 arising from the sale of the said one hundred first mortgage bonds to 
 pay and discharge the mortgage on said real estate, given for balance 
 
 of purchase money by , dated the day of , a. d. 18 — , and 
 
 recorded in volume , page , of the records of county, 
 
 on which mortgage there is now owing $50,000, with interest from Jan- 
 uary 1, 1884, at six per cent, payable semi-annually; and out of the 
 proceeds of the sale of said one hundred second mortgage bonds, and 
 
FORMS. 351 
 
 any balance left from the proceeds of said first mortgage bonds, to pay 
 and satisfy all other debts and liabilities of the company ; and, in case 
 of a deficiency to pay all in full, to pay all said debts and obligations 
 pro rata. In case the proceeds of said first mortgage bonds shall be 
 inadequate to pay said mortgage debt in full, the deficiency shall be 
 paid first from the proceeds of said second mortgage bonds, said trustee 
 deducting the expenses incident to the negotiation and sale of said 
 bonds, and a reasonable compensation for his services, from the pro- 
 ceeds of each of said series of bonds, before applying the same in 
 liquidation of said mortgage and debts; and said trustee shall pay 
 any balance of proceeds to the treasurer of said company, to be used 
 as additional working capital. In case of foreclosure of this mort- 
 gage and sale of said premises, or any part thereof, the proceeds, after 
 paying costs and expenses of such foreclosure, shall be applied, first, 
 to pay the series of first mortgage bonds herein described; and, second, 
 to pay said series of second mortgage bonds. And said American 
 Steel Company agrees to keep all buildings and other combustible 
 property on said premises insured against loss or damage by fire to the 
 extent of at least $ , in good and solvent insurance companies, sat- 
 isfactory to said trustee, making the policies payable, in case of loss, to 
 said trustee; and in case of loss all money paid by the insurers shall 
 be used by the trustee in rebuilding or repairing the damage, or, at the 
 option of the company, in paying the above described bonds in the 
 order of their priority ; and in case the said insurance is not kept up 
 by said company, the said trustee shall procure the same and have a 
 lien on all said premises for all premiums and expenses paid in con- 
 nection therewith. And said company also agrees to pay all taxes on 
 said property and premises promptly as the same become due, and not 
 allow any incumbrances for taxes to accrue against said property or any 
 part of it. 
 
 [No. 33.] 
 Form of mortgage by corporation. (Sec. 3256.) 
 
 Know all men by these presents: That The American Steel Com- 
 pany, a corporation organized and existing under the laws of the State 
 of Ohio, the grantor, for the consideration of one hundred thousand 
 
 dollars, received to its full satisfaction, of -, trustee, the grantee, 
 
 does give* grant, bargain, sell, and convey unto the said grantee, his 
 heirs and assigns, the following described premises : \_Insert description'], 
 be the same more or less, but subject to all legal highways. 
 
 To have and to hold the above granted and bargained property and 
 premises, with the appurtenances thereto belonging, to him, the said 
 grantee, his heirs and assigns, in trust, however, and to and for the 
 uses, intents, and purposes, and on the conditions following, namely: 
 
352 OHIO COEPOEATIONS. 
 
 On November 1, 1884, at a meeting of the stockholders of the said 
 American Steel Company, held in Cleveland, 0., and duly called for 
 that purpose, upon lawful notice to all stockholders, more than three- 
 fourths of the stock being represented and voting for the proposition, 
 the following resolution was adopted, viz : 
 
 \_Jnsert resolution of stockholders, heretofore given.^ 
 
 And afterward, on December 2, 1884, at a meeting of directors of 
 said company, duly held at Cleveland, 0., pursuant to notice to all di- 
 rectors, more than a quorum being present, it was unanimously re- 
 solved as follows, to wit : 
 
 [^Insert directors' resolution, heretofore given, giving the same at length, in- 
 cluding all bonds, coupons, etc., and covenants.^ 
 
 And all of said bonds of both series have been duly certified by the 
 said trustee, as provided herein, and are binding on said company, and 
 said company agrees to pay all of said bonds and interest coupons at- 
 tached as they mature, according to the tenor thereof. 
 
 Now, if the said corporation. The American Steel Company, shall 
 well and truly pay said bonds and coupons according to the tenor 
 thereof, and keep, observe, and perform all the other agreements and 
 obligations in this instrument set forth, then this mortgage shall be 
 null and void, otherwise to be and remain in full force and virtue. 
 
 In testimony whereof, the said grantor. The American Steel Company, 
 has caused its corporate seal to be hereto affixed, and these presents to 
 
 be subscribed by its president and secretary, and the said , trustee, 
 
 in token of his acceptance of the trusts hereby created, has hereto 
 
 set his hand, on this ' - day of , A. D. 18 — . 
 
 The American Steel Company. By 
 John Jones, President. 
 
 [corporate seal.] William Black, Secretary. 
 
 Robert Allen, Trustee. 
 Signed, acknowledged, and delivered 
 in presence of 
 
 State or Ohio, 1 
 
 Cuyahoga Coctnty, J ' 
 
 I, , a, notary public in and for said county, do hereby certify that 
 
 John Jones, president of The American Steel Company, and William 
 Black, secretary of said company, whose names respectively are signed 
 
 to the foregoing instrument, bearing date on the day of , a. d. 
 
 18 — , have this day acknowledged the signing and execution of the 
 said instrument, for tliemselves respectively and for and on behalf of 
 said The American Steel Company, and acknowledged that they af- 
 fixed the corporate seal of said company to said instrument, and others 
 wise executed the same, by direction of a resolution of the directors 
 
FOEMS. 353 
 
 of said company, and have acknowledged that the same, in all respects, 
 is their free act and deed as such officers respectively, and the free act 
 and deed of said corporation, for the purposes and uses therein set 
 forth. And I further certify that the said John Jones and William 
 Black are known to me to be the individuals and officers described in 
 and who executed said instrument. 
 
 In testimony whereof, I hereunto set my hand and official seal, at 
 
 Cleveland, O., this day of , a. d. 18 — . 
 
 , Notary Public. 
 
 [No. 34.] 
 
 Form of certificate of amendment to articles of incorporation. 
 
 (Sec. 3238a.) 
 
 To the Honorable Secretary of State, Columbus, 0.: 
 
 The Surgical Instrument Manufacturing Company hereby certifies 
 
 that at a meeting of its stockholders, held on , notice of which 
 
 had been duly given [or, notice of which had been duly waived], the follow- 
 ing amendment of its articles of incorporation was adopted by a vote 
 of [or, at least three-fifths] all its stockholders: 
 
 Resolved, That the articles of incorporation of this company be and 
 they are hereby amended by changing the name of said company to 
 "The Surgeon's Supply Company " \_here insert any other amendments av- 
 thorized], and that said amendment, as above set forth, is a true copy 
 of the original. 
 
 In witness whereof said company has caused its name and corporate 
 seal \j.f any it has] to be hereto affixed and this certificate to be signed 
 
 by its president and secretary, this day of . 
 
 The Sttrgical Instkument Manufacturing Company. By 
 
 , President. 
 
 , Secretary. 
 
 Note.— The notices and waivers provided tox in section 3238a may readily be 
 adapted from similar forms under sections 3244 and 3242. 
 
 [No. 35.] 
 Articles of incorporation in which votes of stockholders are 
 limited. (Sec. 3245a.) 
 The Mechanics' Foundry Company. 
 The undersigned, John Smith, William Jones, David Brown, Samuel 
 Miller, and Robert Allen, citizens of the State of Ohio, hereby associate 
 themselves to become a body corporate, in accordance with the laws 
 of said state, under the following articles : 
 23 
 
364 OHIO CORPOEATIONS. 
 
 1. The name of said corporation shall be " The Mechanics' Foundry 
 Company." 
 
 2. Said corporation shall be located, and its principal business transi 
 acted, at Sandusky, O. 
 
 3. The purpose for which said corporation is to be formed is to carry 
 on a general foundry business for profit. , 
 
 4. The capital stock of said corporation shall be one hundred thou- 
 sand dollars, divided into 1,000 shares of $100 each; but each stock- 
 holder, irrespective of the amount of stock he may own, shall be en- 
 titled to one vote, and no more, at any election of directors, or upon 
 any subject submitted at a stockholders' meeting. 
 
 In witness whereof, they hereunto set their hands, this day of 
 
 , A. D. 18—. 
 
 [No. 36.] 
 
 Form of articles of incorporation for a mutual aid association, 
 under section 3630 of revised statutes. 
 
 Brotherhood op Carpentkrs akd Jomers or America. 
 
 [_Follow Form No. 1 down to No. 3.] 
 
 3. The purpose for which said corporation is formed is not profit, but 
 is the mutual protection and relief of its members, to elevate their 
 social, moral, and intellectual condition, and for the payment of stip- 
 ulated sums of money to the families or heirs of deceased members 
 of said association. 
 
 In witness whereof, they hereunto set their hands, this day of 
 
 — -, A. D. 18—. 
 
 Note.— In all corporations not for profit the trustees are individually liable for all 
 corporation indebtedness. (Sec. 3261.) 
 
 [No. 37.] 
 
 Certificate adding to the objects and purposes of a corporation. 
 
 (Sec. 3768.) 
 
 The undersigned, being the directors [o?- trustees'] of , a corporation 
 
 duly existing under the laws of the State of Ohio, hereby add to the 
 objects of said corporation, as provided in its articles of incorporation 
 dated , the following objects and purposes, to wit: 
 
 l^Insert sueh as are authorized by Sec. 3767.] 
 
 In witness whereof, they hereunto set their hands respectively, this 
 day of . 
 
 State of Ohio, | 
 
 Coontt, J ■ 
 
 Before me, a notary public in and for said county, personally ap- 
 peared the above named , , who severally acknowledged the 
 
FORMS. 355 
 
 signing of the above certificate, adding to the purposes and objects of 
 said corporation above named, to be their free act and deed as such 
 directors, and the free act and deed of said corporation. 
 In witness whereof, etc. 
 
 [No. 38.] 
 
 Certificate accepting the provisions of section 3767 as authorized 
 by section 3768. 
 
 The undersigned, being the trustees [or directors] of , a corpora- 
 tion duly organized and existing under the laws of the State of Ohio, 
 for the purpose of [state original objects'], desiring on behalf of said corpo- 
 ration, to accept and adopt the provisions of section 3767, as amended, 
 of the Be-ised Statutes of Ohio, hereby certify : That said corporation, 
 
 at a meeting held on , duly adopted as its permanent organic law 
 
 the following rules: 
 
 [Here insert such as are authorized by section 3767, of which an outline is 
 given in the form No. 104.] 
 
 Given under our hands, the day of . 
 
 State or Ohio, 1 
 
 County, J ^^' 
 
 Before me, a notary public in and for said county, personally ap- 
 peared the above named , , who severally acknowledged" the 
 
 signing of the foregoing certificate to be their free act and deed as 
 trustees of said corporation, and the free act and deed of said corpora- 
 tion. 
 
 In witness whereof, etc. 
 
 [No. 39.] 
 
 Form of resolution by stockholders authorizing a loan and unse- 
 cured bonds therefor. (Sec. i;ii56.) 
 Resolved, That thei directors be and they are hereby authorized to 
 
 borrow, for the use and benefit of this corporation, dollars, and to i 
 
 cause to be duly executed and delivered to the person or persons loan- 
 ing the same the bonds of this company, payable ten years after date, 
 and redeemable at any time after five years from date, at the pleasure 
 of the company, with interest at six per cent per annum, payable semi- 
 annually; or said directors may, if they consider the same advisable, 
 
 sell said bonds at a price not less than per cent of the face value 
 
 of such bonds; the money so borrowed or realized from the sale of 
 bonds shall be applied as follows; [set out objects'], and the directors are 
 requested to carry into effect the provisions of this resolution, and 
 cause said bonds to be duly executed and disposed of as aforesaid. 
 Note.— The amount of loan should not exceed the capital stock under restrictions 
 
356 OHIO COEPOEATIONS. 
 
 imposed by eection 3256. Of course, any rate of interest may be named, not exceed- 
 ing eight per cent. If a trustee is dieemed advisable tlie same may be provided for 
 by suitable terms adapted from form No. 32. 
 
 [No. 40.] 
 
 Form of resolution by directors providing: for unsecured bonds, 
 as directed by stockholders. 
 
 Resolved, That the president and secretary be and they are hereby- 
 authorized and directed, pursuant to the resolution adopted at a stock- 
 holders' meeting/ lield on the day of , to execute and deliver, 
 
 as hereinafter provided, one hundred bonds of this company, for §100 
 each, payable on January 1, 1896, with interest at the rate of six per 
 cent per annum, payable semi-annually, on the first days of January 
 
 and July in each year, principal and interest to be paid at bank, 
 
 in Cleveland, 0., each bond to have attached thereto tvirenty interest 
 coupons, the bonds and coupons to be of the form and tenor following, 
 namely : 
 
 UNITED STATES OF AMERICA, 
 
 State op Ohio, 
 
 First Series Coupon Bonds. 
 
 No. . $100. 
 
 The American Steel Company, a corporation organized and existing 
 under the laws of the State of Ohio, acknowledges itself indebted to 
 the bearer in the sum of one hundred dollars, and promises to pay the 
 
 same on the 1st day of January, 1896, at the bank, in Cleveland, 
 
 Ohio, and to pay interest thereon from and after the 1st day of Jan- 
 uary, 1886, at the rate of six per cent per annum, payable semi-an- 
 nually, on the first days of January and July in each year, at said 
 bank, upon presentation and surrender of the interest coupons hereto 
 attached as they respectively become payable; but reserving the right, 
 at its option, to pay this bond at any time after five years from date. 
 
 This bond is one of the first series of one hundred bonds, numbered 
 consecutively from number one to number one hundred, both inclu- 
 sive, all of like date and amount and of the same tenor. 
 
 In testimony whereof, the said corporation, the American Steel Com- 
 pany, has caused its corporate seal to be hereto affixed and this bond 
 to be executed by its president and secretary, and the accompanying 
 twenty interest coupons to be authenticated by the signature [or, by 
 the lithographed facsimile of the signature2 of said secretary on this 
 
 day of , 1885. 
 
 The American Steel Compant. By 
 
 [corporate seal.] , President. 
 
 , Secretary. 
 
FORMS. 357 
 
 Intekest Coupoks. 
 $3.00. On the day ot , 18 — , the American Steel Company- 
 will pay the bearer at the bank, in Cleveland, 0., three dollars, 
 
 being the semi-annual interest that day due on its first series coupon 
 
 bond No. . 
 
 , Secretary. 
 
 And said president and secretary are hereby authorized and directed 
 
 to sell and negotiate said bonds at a price not less than per cent 
 
 of the face value thereof. 
 
 Note. — It is often convenient to use such bonds as collateral, and no objection is 
 perceived to such use, at least for temporary purposes, even without any authority 
 from the stockholders, though if such use is intended it would be prudent to men- 
 tion it in the stockholders* resolution. 
 
 [No. 41.] 
 
 Forms for increase of capital stock of a building and loan asso- 
 ciation. (Sec. 3835g, 83 Ohio L. 116.) 
 1. Resolution by Direotoks. 
 Resolved, That the capital stock of the -Delaware Building and Loan 
 Association, of which three-fourths has been subscribed and taken, be 
 increased from $200,000 to $300,000, in 500 shares of $200 each. 
 
 2. Certificate of such Action to be Filed with the Secretary 
 
 OP State. 
 To the Honorable Secretary of State, Columbus, 0, : 
 
 The Delaware Building and Loan Association hereby certifies that 
 
 at a meeting of its directors, held on the day of , it was 
 
 unanimously resolved by said board of directors that the capital stock 
 of said association be increased from $200,000 to $300,000, in 500 shares 
 of $200 each, three-fourths of said capital, $200,000, having been pre- 
 viously subscribed and paid. 
 
 In witness whereof, said corporation has caused its corporate seal to 
 be hereto aflixed and this certificate to be executed by its president 
 
 and secretary this day of . 
 
 The Delaware Buii.DTXQ and Loax Associatiox. By 
 
 , President. 
 
 , Secretary. 
 
 [No, 42,] 
 Form for verification by corporation. (Sec. 5102.) 
 
 State of Ohio, 1 ^^ 
 
 County, J 
 
 John Smith, being first duly sworn, says he is the president [or other 
 officer, agmt or attorney] of the above named , a corporation, and 
 
358 OHIO CORPORATIONS. 
 
 that the facts stated and allegations contained in the foregoing l_plead- 
 ing] are true as aifiant believes. ' Johk Smith. 
 
 Sworn to before me and subscribed in my presence by said John 
 Smith, this day of . 
 
 [No. 43.] 
 
 Resolution by directors authorizing an assignment for the bene- 
 fit of creditors. 
 
 It appearing to the directors that this company is unable, from lack 
 of means, to pay all its debts in full and discharge its obligations at 
 maturity, and that a general assignment for the* benefit of creditors 
 will serve the best .interests of both creditors and stockholders, there- 
 fore, 
 
 Resolved, That the president and secretary of this company be and 
 they are hereby authorized and directed to make an assignment of all 
 
 the assets of this corporation to , in trust for the equal benefit 
 
 of all creditors, under the laws of Ohio in such cases made and pro- 
 vided. 
 
 [No. 44.] 
 
 Form for general assignment by corporation for benefit of 
 
 creditors. 
 
 Know all men by these presents, That the American Steel Company, 
 a corporation organized and existing under the laws of Ohio, for the 
 consideration of one dollar, and the trusts hereinafter named, received 
 
 to its full satisfaction of , hereby sells, assigns, grants and conveys 
 
 to said , all its lands, tenements, hereditaments, goods, chattels, 
 
 choses in action, claims, interests and property of every kind and na- 
 ture; to have and to hold the same unto said , in trust neverthe- 
 less to convert the same into money and dispose of the same for the 
 benefit equally of all creditors of said corporation according to the 
 laws of Ohio relating to insolvents. 
 
 In witness whereof said corporation has caused its corporate seal to 
 be hereto affixed, and this instrument to be executed by its president 
 
 and secretary on this day of , 18 — . by order of its board of 
 
 directors duly adopted at a meeting held on the day of . 
 
 The American Steel Company. By 
 
 [corporate seal.] John Smith, President. 
 
 James Blace, Secretary. 
 State of Ohio, \ 
 
 cutahoga codntt. ) ' 
 
 Before me personally appeared the American Steel Company, a cor- 
 poration, by John Smith, its president, and James Black, its secre- 
 
FORMS. 359 
 
 tary, who acknowledged that they did sign and execute the foregoing 
 instrument for and on behalf of said corporation, and did affix said 
 corporate seal, by virtue of a resolution adopted by the board of direc-, 
 
 tors of said corporation on the day of , and acknowledged 
 
 that the same was the free act and deed of said corporation and of 
 themselves as president and secretary thereof respectively. 
 
 In witness whereof I hereunto set my hand and official seal, this 
 day of . , Notary Public. 
 
 Acceptance of Trust by Assignee. 
 
 I hereby accept the trust conferred by the within instrument, and 
 
 agree to carry out tlie provisions thereof. , Assignee. 
 
 Note. — Where the corporation has no corporate seal, omit all statements relating 
 to it in the deed and acknowledgment. Where the corporation owns real estate out- 
 side of Ohio, it should be described if intended to be assigned. 
 
 [No. 45.] 
 Eeorganization of railroads under sections 3393 to 3408, inclnsive. 
 
 Certificate to the Secretary of State (Sees. 3393, 3394, and 3395). 
 To the Secretary of State of the State of Ohio : 
 
 The Ohio Eiver Railroad Company hereby certifies that on and prior 
 
 to , 18 — , proceedings were pending in the Court of Common Pleas, 
 
 within and for Franklin county, Ohio, for the sale of the Ohio Railroad 
 and all property c^f the Ohio Railroad Company, under a mortgage 
 then existing on all of said jjroperty, the title of said proceeding being 
 "The National Trust Company against The Ohio Railroad Company 
 
 and others; " that during the pendency of said action, and on the 
 
 day of , 18 — , more than two-thirds (f) of the stockholders of the 
 
 said Ohio Railroad Company, and more than two-thirds (f ) in interest 
 of the creditors of said company, agreed in writing upon a plan for the 
 readjusting and capitalization of the debt and stock of the said com- 
 pany, and also appointed trustees to act in behalf of the parties 
 
 to said agreement, and the court thereupon rendered j udgment against 
 said company as in such cases authorized by law, with an order to sell 
 said railroad and all property belonging to said Ohio Railroad Com- 
 pany. And afterward, on the day of . 18^, in accordance 
 
 with law and by consent of said trustees, said railroad and all the other 
 property of the Ohio Railroad Company was sold at public auction and 
 bid in by said trustees in behalf of the said stockholders and creditors 
 who made said agreement, the unsecufed,debts of the -said company 
 incurred for repairs and running expenses having been first fully paid 
 and a copy of said agreement filed in said court before the rendition 
 of said judgment. That said trustees called a meeting of the parties 
 
 ( 
 
360 OHIO COEPOEATIONS. 
 
 to said agreement immediately after said sale, and on the day of 
 
 1 18 — , at o'clock A. M., at , which is on the line of said 
 
 railroad, of which meeting notice for four consecutive weeks was pub- 
 lished in the New York Tribune, printed and published in the city of 
 New York, and in the Evening Star, printed and published in the city 
 of Philadelphia, and in a newspaper printed and circulating in each 
 of the counties of Ijname counties through which the road runs], specifying 
 in all said notices the time, place, and object of gaid meeting; that the 
 parties to said agreement met pursuant to said notice; that under 
 direction of said trustees, who acted as judges of election, and in ac- 
 cordance with said agreement and with the laws of Ohio, the parties to 
 said agreement then voted and decided by more than a majority in in- 
 terest of those present, to change the name of the Ohio Railroad Com- 
 pany by inserting the word Kiver after the word Ohio, and then 
 adopted as the name for the reorganized company, the Ohio River Rail- 
 road Company, and said meeting, by like votes, also decided then that 
 the capital stock of the said Ohio River Railroad Company for the time 
 
 being shall be dollars, divided into shares of dollars 
 
 each, and that the number of directors of said last named company 
 should be , of which one-third shall hold office for one year, one- 
 third for two years, and one-third for three years, or until their succes- 
 sors are elected and qualified, and directors were then elected as fol- 
 lows: , all residing in Ohio, for one year; , all residing in New 
 
 York, for two years; and -, all residing in Ohio, for three years, and 
 
 all said directors were then duly sworn in, and said trustees then per- 
 fected in all respects the reorganization of said company in accordance 
 with the said agreement and the laws of Ohio; that said directors then 
 
 elected president, and secretary of the reorganized company, 
 
 the Ohio River Railroad Company; and it is further certified : 
 
 1. The name of the reorganized company as adopted is the Ohio River 
 Railroad Company. 
 
 2. The said company is to hold, maintain, and operate the Ohio Rail- 
 road, with all property of every kind pertaining thereto, which rail- 
 road runs from , in the county of , to , in the county of 
 
 , passing through the counties of , in the State of Ohio. 
 
 In witness hereof the corporate name of said company is signed 
 hereto by its president and secretary, by whom the corporate seal of 
 
 said company is also hereto affixed this day of , 18 — . 
 
 The Ohio Riveb Railroad Company. By 
 
 [seal.] , President. 
 
 , Secretary. 
 
 \ 
 Note.— It is possible a mere certificate stating what is named in section 3395 would 
 answer without reciting any proceedings, but it is deemed safer to state the facts, at 
 ieast so far as they are set forth above. 
 
FOEMS. 361 
 
 [No. 46.] 
 Consolidation of railroads. (Sees. 3379-3392.) 
 
 This agreement of consolidation, Made and entered into this 
 
 day of , A. D. 1886, by and between The Ohio Railway Company, a 
 
 corporation of the State of Ohio, party of the first part hereto. The 
 Indiana Railway Company, a corporation of the State of Indiana, party 
 of the second part hereto, and The Illinois Railway Company, a cor- 
 poration of the State of Illinois, party of the third part hereto, wit- 
 nesseth : 
 
 Whereas, The laws of the States of Ohio, Indiana and Illinois pro- 
 vide that a railway company organized for the purpose of constructing, 
 owning and operating a line of railway, or whose line of road is made 
 or in process of construction to the' boundary line of the state, may 
 consolidate its capital stock with the capital stock of any company in 
 an adjoining state, organized for a like purpose, and whose line of road 
 has been projected, constructed or in proce.ss of construction to the 
 same point where the several lines so united and constructed will 
 form a continuous line for the passage of cars; and shall have the 
 power to intersect, join and unite its railway at such point on the state 
 line, or at any other point that may be mutually agreed upon by said 
 companies; p.,nd that said companies may merge and consolidate the 
 capital stock of the respective companies, making one joint stock 
 company of the three railways thus connected, upon such terms as 
 may be by them mutually agreed upon, whenever by their charters 
 said companies are authorized to go to said state line, or to such point 
 of intersection, and when the several roads so united will form a con- 
 tinuous line for the passage of oars; and 
 
 Whereas, The said party of the first part now has a line of railway 
 
 made from [or say, has authnriiy by its charter to biiihl its road from] , 
 
 in the county of -, said State of Ohi.>, to a point in the county of 
 
 , on the state line of Indiana, at or near the [town, city or vil- 
 lage] of , in the county of r- passing into and through the coun- 
 ties of A., B., and C, and [if the road is in. process of construction] now 
 has its said line in process of construction to said state line; and. 
 
 Whereas, [repeat the foregoing preamhle as to the parly of the second part] ; 
 and, 
 
 Whereas, [repeat the foregoing preamble as to the jmrly of the third part] ; 
 
 and, 
 
 Whereas, Said points on said state lines thus referred to are com- 
 mon points to which said railways are in process of construction; and, 
 
 Whereas, When th^ said roads shall be so constructed and united 
 they will form a continuous line for the passage of cars ; and, 
 
362 OmO COEPOEATIONS. 
 
 Whereas, For the greater convenience of the public, and for the 
 mutual benefit and advantage of the stockholders of each of said com- 
 panies, the directors of said companies have proposed, by and with the 
 assent and ratification of the stockholders of each of said companies 
 to be had in due form of law at meetings to be regularly called and 
 for that purpose, to merge, unite and consolidate the capital stock, 
 property and franchises of the said companies into one corporation, 
 
 and to have a continuous line of railway extending from , in the 
 
 State of Ohio, in and through the said State of Indiana, to , in 
 
 the county of , in said State of Illinois : 
 
 Now, therefore. The said parties hereto, under and pursuant to the 
 resolutions of their respective boards of directors, and upon the assent 
 of and ratification by the stockholders of said companies, to be had 
 and made as hereinbefore set forth, do hereby agree, to and with each 
 other to, and do hereby, merge and consolidate their said capital stock, 
 roads, property and franchises into one company, upon the following 
 terms and conditions, to wit: [TAe terms and conditions should contain 
 such covenants and agreements as the parties are able to agree upon ; and among 
 other things should include : (1) The name of the consolidated company; (2) 
 The number of directors, the company's oncers, the names and places of resi- 
 dence of the directors of said company who are to hold office until the election 
 therefor provided by law ; (3) The names of the various officers and their resi- 
 dences; (4) T he principal office of the consolidated company ; (5) The amount 
 of the capital stock of the new company, the par value of shares, number of 
 shares of preferred stock and number of common stock; (6) The proportions 
 in -ibhich the stock shall be issued to the stockholders of the constituent com- 
 panies ; (7) Issue of bonds and purposes for which they shall be used; (8) 
 Powers of board of directors; (9) Conveyance by the constituent companies to 
 the consolidated company of all their property, rights and franchises ; (10) 
 Transfer to the new company of the books, papers, etc., of the old companies ; 
 (II) Voting power of stock and bonds; (12) Dividends; (13) Assumption 
 of debts, liabilities and contracts of old companies ; (14) Regular annual meet- 
 ing of the new company ; (15) Any thing else thai may be ajrccd upon^. 
 
 In witness whereof, each of the above named constituent companies, 
 parties hereto, hath caused this instrument to be signed in triplicate 
 by its president, and attested by its secretary, and hath caused its cor- 
 porate seal to be hereunto affixed, the day and ) ear first above written. 
 
 \_H.ere follows the signatures of each of the constituent companies by its presi- 
 dent, under the corporate seal, attested by its secretary.li 
 
 Attached to this instrument should be a certificate from the secre- 
 tary of each of the constituent companies, showing the adoption of 
 the agreement by the stockholders of said companies. These certifi- 
 cates should lie ill substantially the follo'ving form: 
 
FOEMS. 363 
 
 State op , ) 
 
 County op . J ^^' 
 
 I, A. £., secretary of the Railway Company, do hereby certify 
 
 that at a meeting of the stockholders of said company, held at the 
 
 oflSce of the company in the city of , state of , on the day 
 
 of , A. D. 18 — , due notice of the time and place of holding said 
 
 meeting and of the business to come before the same, having been 
 given by written notices addressed to each of the persons in whose 
 names the capital stock of said company then stood and now stands, 
 
 and also by a like notice published in the , a newspaper published 
 
 in the city of , where the- said company has its principal office or 
 
 place of business, at which meeting all the stockholders of said com- 
 pany were present, in person or by proxy, the foregoing agreement of 
 consolidation was submitted for consideration, and a vote by ballot was 
 taken for the adoption or rejection of the same, and that said agree- 
 ment was adopted by shares of the stock of said company being 
 
 cast in favor of said adoption and ^ r shares being cast in favor of 
 
 said rejection, the votes cast in favor of the adoption of said agree- 
 ment being more than two-thirds of the capital stock subscribed of 
 said company. 
 
 In witness whereof I have hereunto set my hand, and affixed the 
 
 corporate seal of said company, this day of , a. d. 1 8 — . 
 
 (Signed,) A. B., Secretary of The Company. 
 
 [COKPOBATE SEAL.] 
 
 Note.— Section 3381 provides that the directors may enter into the above agree- 
 ment, and the proceedings should show that the offloera are acting under direct 
 authority from the directors, and an attested copy of the resolution of the respect- 
 ive boards might be attached to the agreement as part of it. Or the directors can 
 themselves execute the agreement or certify at the end that the agreement has been 
 made by their express authority. The recitals of laws, etc., in the foregoing form 
 are not essential, but they are convenient, and serve to reveal unmistakably the 
 object of the agreement 
 
364 OHIO COEPOEATIONS. 
 
 FORMS OF ARTICLES OF INCORPORATION FOR 
 
 PROFIT. 
 
 1. For MAxnFACTORiKG Companies. 
 
 2. Foe Insuranxe Companies. 
 
 3. For Railw.'_y Companies. 
 
 4. For Miscellaneous Companies. 
 
 FORMS FOR MANUFACTURING CORPORATIONS. 
 
 [No. 47.] 
 For a carriage manufactory. (Sec. 3236.) 
 The Fremont Carriage Company. 
 [Follow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed for the purpose of manufacturing, 
 selling, and dealing in, carriages, wagons, and vehicles of every descrip- 
 tion, and material for the same, and to do all things incident thereto, 
 for profit. 
 
 IFollow Form No. 1 to end.l 
 
 [No. 48.] 
 For a furniture company. (Sec. 3236.) 
 The Western Furniture Company. 
 [^Follow Form No. 1 to No. 3.] 
 
 3. The object for which such corporation is formed is to manufac- 
 ture, sell, and deal iii, house, store, and other furniture, and cabinet 
 work of all kinds, and to do all things incident thereto, for profit. 
 IFoUow Form No. 1 to end.'] 
 
 [No. 49.] 
 For a publishing: company. (Sec. 3236.) 
 The Cincinnati Publishing Company. 
 [Follow Form No. 1 down to No. 3,] 
 
 3. The purpose for which said corporation is formed is printing, 
 binding, publishing, and dealing in, books, newspapers, and other peri- 
 odicals, and also conducting a general business in binding, job printing, 
 and printers' and stationers' supplies, and doing all things incident 
 thereto, for profit. 
 
 [Follow Form No. 1 to close.] 
 
FORMS. 365 
 
 [No. 50.] 
 For a mining company. (Sec. 3236.) 
 The Ohio Mining Company. 
 {Follow Form No. 1 down to No. 3.] 
 
 3. The purpose for which said corporation is formed is mining, mill- 
 ing, smelting, and dealing in, metals, ores, and minerals, and doing a 
 general mining business and all things incident thereto, for profit. 
 [Follow Form No. 1 to end.'} 
 
 [No. 51.] 
 
 For an electric light and power company. (83 Ohio L. 143.) 
 
 \_Follow Form No. 1 to No. 3.] 
 
 3. Said corporation is formed for the purpose of manufacturing, sell- 
 ing, and furnishing electric light and power, for profit, in the city of 
 , Ohio. 
 
 {Follow Form No. 1 to end.} 
 
 FORMS FOE INSURANCE COMPANIES. 
 
 [No. 52.] 
 For life insurance company. [Not less than thirteen incorporators 
 (sec. 3587); certificate must embrace a copy of the charter (sec. 
 3588).] 
 
 The Gaepield Life Insurance Company. 
 The undersigned {thirteen names], citizens of the State of Ohio, hereby 
 declare their intention to form a corporation under the laws of Ohio 
 for insuring the lives of individuals on the stock plan, and for grant- 
 ing, purchasing, and selling annuities, and for all purposes connected 
 with or incident thereto; and they hereby adopt as the charter of said 
 company the regulations and provisions following, to wit: 
 
 Charter. (Sec. 3588.) 
 
 Sec. I. The name of the company shall be "The Garfield Life In- 
 sumnce Company.'' 
 
 Sec. 2. Said company shall be located and have its general office at 
 Cincinnati, in Hamilton county, Ohio. 
 
 Sec. 3. The purpose of said company is to make insurance on the 
 lives of individuals, payable either after the death of the assured or 
 after the lapse of a specified time, on the life or endowment plan. The 
 company shall not be confined to either plan, but may effect insurance 
 on both plans, and may also make insurance upon lives on any other 
 plan not inconsistent with the laws of Ohio, provided all members 
 shall be treated equitably in sharing the benefits and burdens of the 
 company, and the company may also grant, purchase, or dispose of, 
 annuities. 
 
 Sec. 4. The corporate powers of the company shall be exercised by 
 
366 OHIO COEPOEATIONS. 
 
 a board of directors, who shall elect a president, vice-president, secre- 
 tary, and treasurer, as executive officers to manage the affairs of the 
 company, subject to the control of the directors. 
 
 Sec. 5. There shall be seven directors, who shall be stockholders of 
 the company, and a majority of them shall be citizens of Ohio. They 
 shall be elected at the annual meeting of the company in each year. 
 The number of directors may be increased to any number, not exceed- 
 ing twenty-one, by the stockholders. Vacancies in the board of di- 
 rectors may be filled by the directors at any meeting called for that 
 purpose, or, at the written request of any stockholder, the president 
 of the company shall call a meeting of the stockholders, giving them 
 at least ten days' notice in writing, who shall fill the vacancy in the 
 board bj' an election, and any director elected by the other directors 
 may be superseded by a director elected by the stockholders. The 
 directors shall make full reports of the business to the stockholders, 
 at least once each year, at the annual meeting, and the books, papers, 
 and records of the company shall at all times be open to the inspec- 
 tion of the stockholders. 
 
 Sec. 6. The capital of the company shall consist of five hundred 
 thousand dollars, divided into 5,000 shares of $100 each, and shall all 
 be subscribed for, taken and paid for, before any policies are issued. 
 
 Sec. 7. The annual meeting of the stockholders shall be held at 
 the office of the company, in Cincinnati, O., at ten o'clock A. m., on 
 the second '^Puesday of January in each year after the organization of 
 the company. 
 
 Sec. 8. In all elections and votes of the stockholders at their meet- 
 ings, each share of stock shall count one vote, and a majority of the 
 shares of stock voting at any such meeting shall control the election 
 and determine the result. 
 
 In witness whejeof, etc. \^End as in general fttrm.~\ 
 
 Note.— Under our statutes, it Is now impracticable to organize a purely mutual 
 life insurance company, as $100,000 is required before any business can be trans- 
 acted, which can not conveniently be secured from proposed policyholders. The 
 foregoing form would, however, answer for a mutual company by using the words 
 "mutual plan" instead of "stock plan," and providing the capital by requiring 
 applicants to pay in at least $100,000 before issuing any policies. 
 
 This form may be adapted to accident insurance companies organized under sec- 
 tion 3670, which appears to be subject to the general provisions of sections 3587-8. 
 
 [No, 53.] 
 
 For fire insurance company. (Sec. 3632.) 
 
 The Dwelling Fire Insurance Compant. 
 
 \_Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is for profit, to 
 insure dwellings, barns, and out-buildings connected therewith, and 
 
FORMS. 367 
 
 the contsnts and farm buildings, and property, against loss or damage 
 by fire and lightning. 
 
 [_Follow Form No. 1 io end.^ 
 
 Note.— Under sec. 3634, such a company must have a capital stock of not less than 
 $100,000. 
 
 [No. 54. J 
 
 For a mutual protection association. (Sees. 3687 and 3689, 81 
 
 Ohio L. 185.) 
 
 The undersigned [^nol less than ten] residents of the State of Ohio, 
 hereby associate themselves to become a body corporate, according to 
 the laws of this state, under the following articles ; 
 
 1. Said association shall be known as . 
 
 2. The business office of said association shall be at . 
 
 3. The object of said association is to insure its members against loss 
 by fire and lightning, cyclones, tornadoes, or wind storms, and to en- 
 force contracts by them entered into for assessments for the payment 
 of losses to members and incidental expenses. 
 
 In witness whereof, they subscribe their names, this day of 
 
 , A. D. 18—. 
 
 Note.— Sec. 3687 does not mention acknowledgment of articles, but the safer prac- 
 tice would be to comply with sees. 3236 and 3238. 
 
 By change in wording of the object, the above form may be used for association 
 for protection from loss by death of domestic animals and other casualties, such as- 
 sociation to be formed by not less than five persons. 
 
 FORMS FOR RAILROAD COMPANIES. 
 
 [No. 55.] 
 For railroad company. 
 
 The Aik Line Railway Compaxt. (Sees. 3236 and 3270 et seq.) 
 [Follow Form No. 1 down to No. 2.] 
 
 2. The general office of the company shall be located, and its prin- 
 cipal business transacted, at Cincinnati,^ O. 
 
 3. The purpose for which this corporation is formed is for profit, to 
 build, acquire, own, lease, operate, and maintain a railroad, to be op- 
 erated by steam or other motive power-, having Cincinnati, 0., and 
 Cleveland, 0., for its termini, and passing in and through the counties 
 of Hamilton, Warren, Green, Clark, Champaign, Union, Delaware, 
 Morrow, Richland, Ashland, Medina, and Cuyahoga. 
 
 [Follow Form No. 1 to end.} 
 
368 OHIO CORPORATIONS. 
 
 [No. 56.] 
 
 For a street railway company. (Sees. 3236 and 3437.) 
 
 The Central Street Railroad Compant. 
 
 [Follow Form No. 1 down io No. 3.] 
 
 3. The purpose for which this corporation is to be formed is for 
 profit, to build or acquire, operate, maintain, lease, and own a street 
 railroad, to be operated by steam, horse, or other motive power, for the 
 conveyance of passengers, on and through the streets of the city of 
 Cleveland, in the county of Cuyahoga and State of Ohio and the vil- 
 lages of West Cleveland and township of East Cleveland, in said 
 county, beginning at the intersection of Franklin avenue with the 
 westerly limits of West Cleveland village ; thence along Franklin av- 
 enue to its intersection with Pearl street; thence along Pearl street 
 and the Viaduct to Superior street; thence along Superior street and 
 the Public Square to Euclid avenue; thence along Euclid avenue to 
 Lake View Cemetery, in said township of East Cleveland, with the 
 right to extend the same beyond either terminus. 
 
 [Follow general form io end.~\ 
 
 [No. 57.] 
 For a union depot company. (Sec. 3447.) 
 The Clevelakd Ukion Depot. Compasy. 
 The undersigned, John Smith, president of the Union Railway Com- 
 pany, and Frank Brown, president of the Central Railway Company, 
 having been thereto duly authorized and directed by resolutions of the 
 boards of directors of said railway companies respectively, duly passed, 
 hereby associate said companies to become a body corporate, in ac- 
 cordance with the laws of the State of Ohio, under the following ar- 
 ticles : 
 
 1. The name of said corporation shall be " The Cleveland Union 
 Depot Company." 
 
 2. The names of said companies are The Union Railway Company 
 and The Central Railway Company, and said incorporation is sought 
 for the purpose of purchasing depot grounds and locating, construct- 
 ing, and maintaining a union passenger and freight depot and a union 
 railroad, by two or more tracks connecting the railroads of said com- 
 panies, for business purposes, for profit. 
 
 3. The amount of capital stock necessary to obtain a site and con- 
 struct and maintain such depot and tracks is $500,000. 
 
 In witness whereof, they hereunto set their hands and cause the 
 
FORMS. 369 
 
 seals of said companies respectively to be hereto affixed, this day 
 
 ''f 1 A- D. 18 — . The Union Bail way Compaxy. By 
 
 [corporate seal of union ry. CO.] John Smith, President. 
 
 Thk Central Railway Company. By 
 [corporate seal of central ey. CO.] Frank Brown, President. 
 
 Note.— From the language of sec. 3447 it seems that such certificate need not be 
 acknowledged, but under the general laws it is safer to add an acknowledgment. 
 
 FORMS FOR MISCELLANEOUS CORPORATIONS. 
 
 [No. 58.] 
 For wrecking company. (Sec. 3882.) 
 The Relief Wrecking Company. 
 [^Wollow Form No. 1 Lo No. 3.] 
 
 3. Said corporation is formed for rescuing water-crafts and other 
 property from wreck or other peril, for profit. 
 [^Follow Form No. 1 to end.'\ 
 
 [No. 59.] 
 
 For a storage company or warehouse company. (Sec. 3236.) 
 The Western Storage Company, or, The Western Warehouse Company. 
 
 \_Follow Form No. 1 to No. 3.] 
 
 3. The object of this corporation is to establish and maintain one or 
 more v/arehouscs for "ip. storage of all kinds of property, obtain in- 
 surance ou the same, and mke advances when for the interest of the 
 company, and purchase and deal in the same, if necessary to protect 
 the company from loss, and also lease lands or other premises, to ob- 
 tain storage for property which can not conveniently be stored in a 
 building; and said company will also issue negotiable warehouse re- 
 ceipts for any property in its possession or under its control. 
 
 \_Follow Form No. 1 to end.'] 
 
 [No. 60.] 
 For hydraulic company. (Sec. 3562.) 
 .The Chillicothe Hydraulic Company. 
 
 [Follow Form No. 1 to No. 3.] 
 
 8. The purpose for which said corporation is formed is to provide 
 and furnish hydraulic power for manufacturing and other purposes, 
 for profit. 
 
 [Follow Form No. 1 to end.'} 
 24 
 
C73 OHIO COEPOEATIONS. 
 
 [No. 61.J 
 For bridge company. (Sec. 3537.) 
 The CuTAHOG.i Toll Bridge Company. 
 {Follow Form, No. 1 down to No. 3.] 
 
 3. The purpose for which this corporation is formed is for profit, to 
 construct, maintain, and own a toll bridge over the Cuyahoga river, 
 near Cleveland, 0., with the right to take tolls as provided for in sec. 
 3539 of the revised statutes of Ohio. 
 {Follow Form No. 1 to enrf.] 
 
 [No. 62.] 
 For a fishery company. (Sec. 3853.) 
 {Follow Form No. 1 to No. 3.] 
 
 3. This corporation is formed for the purpose of propagating fish 
 and establishing fisheries, for profit. 
 {Follow Form No. 1 to end.'] 
 
 [No. 63.] 
 For a park, pond, or rink company. (Sec. 3868.) 
 The Winter Park Company. 
 {Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which this company is formed is for constructing 
 a park, pond, and rink and public hall, for skating and other lawful 
 sports, and for holding fairs, festivals, public meetings, concerts, and 
 other entertainments, for profit. 
 {Follow Form No. 1 to end.] 
 
 [No. 64.] 
 For company for improving navigable stream. (Sec. 3854.) 
 
 {Follow Form No. 1 to No. 3.] 
 
 3. This company is formed for the purpose of improving the naviga- 
 tion of the Tombigbee river, between the town of , in Allen 
 
 county, and the town of , in Wood county. Said stream passes 
 
 through the county of Allen northerly from said place first named, 
 into and through the county of Hancock and into Wood county, to 
 the point last named ; this company being formed for profit. 
 
 {Use Form No. 1 to end."} 
 
FORMS. 371 
 
 [No. 65.] 
 For omnibus company. 
 
 The Newark Omnibds Company. (Sec. 3236.) 
 
 IFollovj Form No. 1 to No. 3.] 
 
 3. Said corporation is formed for the purpose of furnishing facilities 
 for rapid transit in the city of Newark for passengers and property, by 
 means of carriages, omnibus, and other wagons and vehicles, and of 
 owning all property necessary therefor, for profit. 
 
 [^Follow Form No. 1 to end.'] 
 
 I 
 [No. 66.] 
 
 For express company. (Sec. 3236.) 
 The Continental Express Company. 
 \_Foll(m Form No. 1 to No. 3,] 
 
 3. The purpose of said corporation is for profit, to engage in the 
 business of the safe and speedy carriage, forwarding, and delivery of 
 property of all kinds, but especially of money and other valuables, 
 and to do all things incident thereto and hold all property necessary 
 or convenient therefor. 
 [^Follow Form No. 1 to end.] 
 
 [No. 67.] 
 For a hotel company. (Sec. 3236.) 
 The Columbus Hotel Company. 
 IFollow Form No. 1 to Nn. 3] 
 
 3. The object of this company is to provide and manage one or more 
 buildings for the accommodation of guests as a, public hotel, and do 
 all things incident thereto, for profit. 
 [Follow Form No. 1 to end] 
 
 [No. 68.] 
 For a fertilizing company. (Sec. 3236.) 
 The Farmers' Fertilizing Company. 
 IFollow Form No. 1 to No. 3.] 
 
 3. The object of this corporation is to manufacture and deal in ma- 
 terials of all kinds for enriching the soil and increasing its productive 
 capacity, for profit. 
 ^Follow Form No. 1 to end.] 
 
37S OHIO c;OEPORATIONS. 
 
 [No. 69.] 
 For avenue company. (Sec. 3822.) 
 The River Avenue Company. 
 \_Follou! Form No 1 to No. S.] 
 3. The purpose for which this corporation is formed is, for profit, to 
 
 construct avenues in said county of , and collect tolls thereon. 
 
 [Follow Form No. i to end.'] 
 
 Note.— The routes aud termini should probably be given, though this does not 
 seem to be indispensable under the statute. 
 
 [No. 70.] 
 
 For building and loan association. (Sec. 3833.) 
 The Delaware Bttilding and Loan Associatiox. 
 ^Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which this corporation is formed is, for profit, to 
 raise money to he loaned among its members and depositors, for use 
 in buying lots, building and repairing houses, and other purposes. 
 [_FoUow Form No. 1 to end.] 
 
 [No. 71.] 
 For co-operative trading company. (Sec. .5837.) 
 The Protection Trading Company. 
 IFollow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 purchase, in quantity, all articles of merchandise, and distribute the 
 same to consumers at the actual cost thereof. 
 \_Follow Form No. 1 to end ] 
 
 [No. 72.] 
 For a common carrier company. (Sec. 3838.) 
 The National Despatch Company. 
 [Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed, is for profit, to 
 make and execute contracts for the carriage of persons, and the stor- 
 age, forwarding, carriage, and delivery of property, and to do all things 
 incident thereto and necessary for the convenient dispatch of its busi- 
 ness, and authorized by law. 
 [Follow Form No. 1 to end.J 
 
FOEMS. 373 
 
 [No. 73.] 
 For dock company. (Sec. 3840.) 
 The Ohio Rivef. Dock Company. 
 IFollow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 
 construct and establish docks in and adjacent to the Ohio river, in 
 
 Hamilton county, 0., and establish and maintain thereon suitable 
 
 structures for their convenient use for manufacturing and commerce. 
 
 IFollow Form No. 1 ti end."] 
 
 [No. 74.] 
 For elevator company. (Sec. 3841.) 
 The Toledo Grain Elevator Company. 
 IFollow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed for the purpose of carrying on the 
 general business of receiving, storing, delivering, and forwarding grain, 
 produce, and merchandise of all kinds, with the aid of elevators and 
 other appliances and machinery, for profit. 
 l^Follow Form No. 1 to end.'] 
 
 [No. 75,] 
 For ferry company. (Sec. 3849.) 
 The Ohio Biyer Ferry Company. 
 \_Follow Form No. 1 to No. 3.] 
 3. Said corporation is formed for the purpose of operating a ferry 
 
 across the Ohio river at or near , by steam or other motive power, 
 
 and owning such boats and other vessels, real estate, and structures 
 as may be required conveniently for such business, for profit. 
 [_Follow Form No. 1 to end.'] 
 
 [No. 76.] 
 
 For market-house company, (Sec. 3858.) 
 
 The FnLTON Market Company. 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed for the purpose of constructing 
 
 and maintaining a market-house at , for the sale of all articles 
 
 usually sold in similar institutions, and doing all things incident 
 thereto, for profit. 
 
 IFollow Form No. 1 to end.] 
 
S74 OHIO CORPORATIONS. 
 
 [Xo. 77.] 
 For a sewerage company. (Sec. 3871.) 
 The Portsmouth Sewerage Company. 
 [^Follow Form No. 1 to No. 3.] 
 
 3 The purpose for which said corporation is formed is, for profit, .to 
 drain the streets, alleys, lots, commons, wharves, landings, buildings, 
 and grounds of the city of Portsmouth, in this state, by sewers and 
 other devices and improvements. 
 IFollow Form No. 1 to end.~\ 
 
 [No. 78.] 
 Por stock yard company. (Sec. 3876.) 
 The CiNciKNATi Stock Yards Company. 
 \Folhw Form No. 1 to No. 3.] 
 
 3. The purpose for which this corporation is formed is, for profit, to 
 erect and maintain pens, buildings, and other structures, for the safe- 
 keeping of live stock intrusted to it on sale or otherwise, and to lease 
 or purchase such real estate as may be necessary for the convenient 
 prosecution of said business. 
 [Follow Form No. 1 to end.'] 
 
 [No. 79.] 
 For transportation company. (Sec. 3877.) 
 The Lake Erie Transportatiox Company. 
 [Follow Form No. 1 to No. 3.] 
 
 3. Said corporation is organized for the purpose of transporting 
 freight and for towing, on Lake Erie and other lakes, and the naviga- 
 ble rivers connected therewith, and doing all things and holding all 
 property necessary and incidental thereto, for profit. 
 [Follow Form No. 1 to end.'] 
 
 [No. 80.] 
 For fruit company. (Sec. 3883.) 
 The Perfection Fruit Company. 
 [Fo'dow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed for the purpose of cultivating, can- 
 ning, preserving, shipping, and dealing in, fruit of all kinds, for profit. 
 [Follow Form No. 1 to end.] 
 
FOEMS. 375 
 
 [No. 81.] 
 For magnetic telegraph company. (Sec. 3434.) 
 The United Telegraph Company. 
 [^FoUoib Form No. 1 dowp to No. 3.] 
 
 3. The purpose for wliich this corporation is formed is, for profit, to 
 build or acquire, construct, rent, maintain, own, and operate a mag- 
 netic telegraph line extending through the counties of Defiance, 
 Henry, Wood, Sandusky, Erie, Lorain, Cuyahoga, Lake, and Ashta- 
 bula, with the state lines of Indiana and Pennsylvania as its western 
 and eastern termini respectively in Ohio. 
 [Follow Form No. 1 to end.'l 
 
 [No. 82.] 
 For telephone company. (Sec. 3471.) 
 [Form for telegraph company can readily be adapted to this pur- 
 pose.] 
 
 [No. 83.] 
 For gas company.* (Sec. 3550.) 
 The Springfield Gas Light and Coke Company. 
 \_Follow Form No. 1 io No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 manufacture and sell gas for lighting and other purposes, to lay con- 
 ductors therefor through the streets and alleys of said city, and to sell 
 coke and all other products incidental to such manufacture. 
 [^Follow Form No. 1 io end. 
 
 (No. 84.) 
 
 For water company. (Sec. 3.o50.) 
 
 The Medina Water Supply Company. 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 supply the town of Medina, Ohio, and the inhabitants thereof, with 
 water for all uses, to lay conducting pipes through the streets and 
 alleys of said city, and to do all things requisite for the convenient 
 prosecution of said business. 
 [^Follow Form No. 1 io end.'] 
 
 [No. 8.5.] 
 
 For turnpike and plank-road companies. (Sec. 3474.) 
 
 The Woosteb and Massillon Turnpike Company. 
 
 {^Follow Form No. 1 down, to No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 construct, acquire, lease, maintain, and operate a turnpike or plank- 
 NoTK.-This form may readily be adapted to natural gas companies under section 
 3561a. 
 
376 OHIO CORPORATIONS. 
 
 road, to be constructed either of plank, stone, or gravel, with Wooster, 
 O., and Canton, 0., as its termini, and passing through the counties of 
 Wayne and Stark, with the right also to improve and hold the road 
 diverging at Moscow and extending thence to Orrville, O. 
 [_Follow Form No. 1 to enrf.] 
 
 [No. 86.] 
 For abstract company. (Sec. 3236.) 
 The Lake County Abstract Company. 
 \_Follow Form No. 1 to No. 3 ] 
 
 3. Said corporation is formed for the purpose of making and furnish* 
 ing abstracts of title to real estate in said county, for profit. 
 [Follow Form No. 1 . to end. 
 
 [No. 87.] 
 For an opera-house company. (Sec. 3236.) 
 The Imperial Opera-House Company. 
 [Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is, for profit, to 
 furnish facilities for holding musical, theatrical, and other entertain- 
 ments ; and to construct, maintain, and own such buildings and other 
 property as may be convenient therefor. 
 [Follow Form No. 1 to end.'\ 
 
 [No. 88.] 
 For transporting petroleum.— Pipe line companies. (Sec. 3878, 
 
 et seq.) 
 The National PETROLEnM Transportation Company. 
 [Follow Form No. 1 to No. 3.] ' 
 
 3. This company is formed for the purpose of transporting oils and 
 other fluids through tubing and pipes, and for handling and storing 
 the same in tanks or otherwise, for profit. 
 [Follow Form No. 1 to end.'] 
 Note.— Under Sec. 3237 the route of the pipe line shQuld probably be given. 
 
 [No. 89.] 
 For an ice company. 
 
 The Clear Brook Ice Company. 
 
 [Follow Form No. 1 to No. 3.] 
 
 The object of said corporation is, for profit, to furnish ice for all 
 purposes, and to own such real estate and other property as may be 
 convenient in such business. 
 
 [Follow Form No. 1 to end.] 
 
FOEMS. 377 
 
 [No. 90.] 
 For safe deposit and trust company. (Sec. 3821a.) 
 The Fidelity Safe Deposit and Trust Company. 
 [Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is to receive for 
 safe-keeping money and other property, and carry on the general busi- 
 ness of a safe deposit and trust company, for profit. 
 [Follow Form No. 1 to end.'] 
 
 [No. 91. J 
 For a driving: park association. 
 
 The Cincinnati Driving Park Company. 
 
 [Follow Form No. 1 to No. 3.] 
 
 3. Sai^ corporation is formed for the purpose of maintaining and 
 owning grounds for speeding horses, cultivating the art of driving and 
 riding the same, and giving exhibitions thereof, for profit. 
 
 [Follow Form No. 1 to end.] 
 
 [No. 92.] 
 For savings and loan association. (Sec. 3797.) 
 The Security Savings and Loan Association. 
 [Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is to receive 
 deposits, loan money, and conduct iiU business authorized by law to be 
 conducted by a savings and loan association, for profit. 
 [Follow Form No. ,1 to end.] 
 
 Note. — Such association must have a capital stock of at least $50,000, in shares of 
 JlOO each, and half of each subscription must be paid. (Sec. 3797.) 
 
 Though this is a company for profit, section 3797 implies that its name may end 
 with "association" instead of "company." 
 
 [No. 93.] 
 For a collateral loan company. (82 Ohio L. 1 32 and 83 Ohio L. 144.) 
 The undersigned, residents of the city of Cleveland, hereby associate 
 themselves to form a collateral loan company, to be incorporated ac- 
 cording to the laws of Ohio, with the following ■irticlos: 
 
 1. The name of the corporation shall be The Cleveland Collateral 
 Loan Company. 
 
 2. Said corporation shall be located at Cleveland, 0. 
 
 3. Said corporation is formed for the \ ui-pose of loaning money for 
 profit upon pledges and mortgages of goods and chattels of every kind. 
 
378 OHIO COEPOEATIONS. 
 
 4. The capital stock shall be $ , divided into shares of $50 
 
 each. 
 
 In witness whereof they hereunto set their hands this day of 
 
 , 18-. 
 
 [Signed and acknojjiledged by not less than seven.'] 
 
 Note.— Such companies are restricted as to location, amount of capital, govern- 
 n-ent, powers, etc., by the statute providing for their creation. 
 
 [No. 94.] 
 For bank under the general laws. (See. 3235.) 
 IFollow FoT7n No. 1 to No 3.] 
 
 3. This company is formed for the purpose of receiving deposits of 
 money and other valuables, discounting bills and notes, dealing in 
 negotiable instruments, and other choses in action, and doing in every 
 respect a general banking business, with all transactions , incident 
 thereto, for profit. 
 
 Note. — In The State v. Stock Co., 38 Ohio St. 347, it was held that an insurance com- 
 pany could not be organized under section 3235, because such companies were 
 specially provided for elsewhere in the statutes. Logically, though it is'^lieved 
 not necessarily, the same rule may be applied to banks, as they are specially pro- 
 vided for under the old Free Banking Act of 1851, not found in the Revised Statutes. 
 See Williams' Revised Statutes, p. 36S.) 
 
 FREE BANKINO. 
 
 [No. 9.5.J 
 
 For bank under " Free banking " act of 1851. (49 Ohio L. 41; 3 
 Williams' Revised Statutes, 366.) 
 
 Certipicatb. (Sees. 1 and 2.) 
 The undersigned [name the incorporators, at least three] certify that they 
 hereby associate themselves to form a banking corporation under the 
 act to authorize free banking, passed March 21, 1851, and acts amenda- 
 tory and supplementary thereto, subject to the following articles: 
 
 1. The name of said bank shall be The Traders' Exchange Bank. 
 The place where its banking business is to be carried on is Cleveland, 
 in Cuyahoga county, Ohio. 
 
 2. The amount of the capital stock is to be one hundred thousand 
 dollars ($100,000), divided into two thousand (2000) shares of fifty dol- 
 lars ($50) each. 
 
 3. The names and places of residence, and the number of shares to 
 be held by each stockholder of the company are as follows : 
 
FORMS. 379 
 
 Name. 
 
 Eesiuencb. 
 
 No. Shakes. 
 
 4. The said company has been formed this day of , 18 — . 
 
 In witness whereof, they hereunto set their hands and seals, this 
 
 day of , 18 — . [seal. J 
 
 [seal.] 
 
 [seal.] 
 
 [_For acknowledgment use Form No. 2, and the clerk's certificate may be as 
 given in Form No. 3.] 
 
 Note.— The above certificate, and the certificate from the governor, auditor, and 
 secretary of state, under section 5, form the entire record in the secretary of state's 
 office showing the formation of the banlc. Under section 15, a serai-annual report is 
 required to be made to the auditor, which will show its existence and condition. 
 
 In forming the bank the incorporators may adopt substantially the 
 course indicated in the following forms : 
 
 Subscription to Capital Stock. 
 [ Use form 7, adding the residence of each subscriber, and say $50 per share, 
 instead of %\QQ.'\ 
 
 After all the stock is subscribed and paid in, or at least 60 per cent 
 thereof, let the incorporators call a meeting of the subscribers and 
 take the following action : 
 
 Minutes op First Stockholder.s' Meeting. 
 Pursuant to notice, the subscribers to the capital stock of The 
 
 Traders' Exchange Bank all met on , 18—, at , for the purpose 
 
 of organizing said bank. On motion, Mr. was elected chairman, 
 
 and Mr. , secretary. Mr. and Mr. ■ acted as tellers. An 
 
 election for directors was then held, resulting as follows : 
 
 Mr. received votes. 
 
 Mr. " " 
 
 Mr. " " 
 
 Each share of stock subscribed for counted as one vote, and the 
 
 total number of votes cast was . • 
 
 The stockholders present and voting, with the shares subscribed for 
 by each, were as follows : 
 
380 OHIO COEPOEATIONS. 
 
 The new directors then, with the assent of the subscribers, elected 
 Mr. president of the bank, and Mr. • cashier. 
 
 Mr. then offered the following resolution, which was adopted 
 
 unanimously : 
 
 " Resolved, That the president, Mr. , and the cashier, Mr. , 
 
 be and thoy are hereby appointed a committee to represent all of the 
 subscribers to the stock of this bank in perfecting its organization, and 
 they are directed to take a copy of the minutes of this meeting, to- 
 gether with the $60,000 in money belonging to this bank, or certificates 
 of deposit therefor issued by some responsible bank, showing that the 
 same is the property of this bank, and subject to its order, and go to 
 Columbus, and thereby procure from the governor, auditor and secre- 
 tary of state, the certificate which they are authorized to give, showing 
 the compliance by this bank with the laws of Ohio in such cases made 
 and provided, the ceriificate of incorporation having already been for- 
 warded to the secretary of state and recorded in said county, as re- 
 quired by said act.'' 
 
 All of said directors are residents of Ohio, and they own more than 
 one-tenth of the capital stock of the bank. Each director was sworn 
 
 as provided by section 14 of said act, before , a notary public in 
 
 and for county, and the oath subscribed by each director and cer- 
 tified by said notary was, on day of , 18 — ■, filed in the record- 
 er's office of the said county of , in which the said bank is located. 
 
 The said cashier was directed to copy into the minute book provided 
 for the use of the bank: first, the certificate of incorporation; second, 
 the certificate from the governor, auditor and secretary of state, fol- 
 lowed by the minutes of this first meeting and of all subsequent meet- 
 ings; all such minutes, when so copied into said book, to be authenti- 
 cated by the president and cashier. 
 
 The cashier was directed to make a complete and plainly written 
 copy of these minutes, to be authenticated by the chairman and secre- 
 tary of this meeting, and signed also by all the subscribers to the 
 capital stock, either in person or by proxy, for presentation to the 
 governor, auditor and secretary of state, in order, together with the 
 necessary showing 'as to payment of said sixty per cent, to procure 
 from said officers the certificate showing compliance with said act. 
 
 The meeting then adjourned, the directors to meet at the call of the 
 
 president. , Chairman. 
 
 , Secretary. 
 
FOEMS. 381 
 
 The undersigned, subscribers to the capital stock of The Traders' 
 Exchange Bank, including those elected directors of said bank, hereby 
 certify that the foregoing minutes, authenticated by the signatures of 
 
 the chairman, Mr. , and the secretary, Mr. , correctly set forth 
 
 the action taken by us, and we desire further to authenticate the same 
 by our signatures, setting opposite each of our names the number of 
 shares subscribed by us respectively, and the amount we have paid 
 thereon in good faith; all of which amount, making an aggregate of 
 
 ^60,000, is now on deposit with the First National Bank of to the 
 
 credit of The Traders' Exchange Bank, and subject to its order. 
 
 Note. — The foregoing will show to the state officers a full compliance with the 
 law, and will save them all trouble in gathering the information necessary to the 
 discharge of their responsible trust. Upon receipt of their certificate the directors 
 can be summoned, and any other necessary officers appointed, and the bank duly 
 opened. 
 
 FORMS OF ARTICLES OF INCORPORATION NOT 
 FOR PROFIT. 
 
 1. Beligious Societies. 
 
 2. Schools and other Literary Societies. 
 
 3. Benevolent Societies. 
 
 4. Social Clubs, etc 
 
 5. MlSCELLAJIEOtrS. 
 
 FORMS FOR RELIGIOUS SOCIETIES. 
 
 [No. 96.] 
 For missionary society. 
 
 [Follow Form No. 1 to No. 3.] 
 
 3. The object of this organization is to promote the spread and 
 adoption of the Christian religion among all people, and especially in 
 places where it does not now exist, not for profit. 
 
 IFollow Form No. 1 to end, omitting No. 4.] 
 Note.— This may readily be restricted to home or foreign mission work. 
 
382 OHIO COEPOKATIONS. 
 
 [No. 97.] 
 
 For a religious society, (Sees. 3772 and 3783.) 
 First Church. 
 
 l^Folbw Form No. 1 down to No. 3.] 
 
 3. The purpose for which this corporation is formed is not profit, but 
 to provide a place of worship for its members, to be oonducted^aocord- 
 
 ing to the rules and discipline of the Church; to promote the 
 
 interests of the Christian religion, and to receive and hold donations 
 and bequests, and funds arising from other sources, for the benefit of 
 said corporation. 
 
 \_Follow Form No. 1 to end, omiiiing No. 4] 
 
 [No. 98.] 
 For endowment fund corporation. (Sees. 3784-6.) 
 
 It is hereby certified that at a regular meeting of [naming presbytery, 
 etc.'}, held on the day of , at , the following named per- 
 sons, to wit [not less than five in number'], all of whom are members of said 
 denomination and of whom [at least] the first three are resident free- 
 holders of this state, were duly elected trustees for years, of the 
 
 funds now on hand, or hereafter acquired, constituting the endowment 
 fund for [name the purpose, or otherwise designate character of fund], as au- 
 thorized by the said [presbytery, etc.], and to hold, manage, rent, lease, 
 improve, sell, or otherwise dispose of all real estate belonging to said 
 denomination, subject to the direction of said [presbytery, etc.]. 
 
 In witness whereof, said [presbytery, etc.] has caused this certificate to 
 be executed by its [title of presiding officer] and its [title of clerk or secre- 
 tary], this day of 
 
 [Title.] 
 
 [Title.] 
 
 State of Ohio, 1 ' 
 ConsTT, J *^" 
 
 Before me, a notary public in and for said county, personally ap" 
 
 peared the above named and , who each signed the foregoing 
 
 certificate in my presence, and acknowledged the same to be their free 
 act and deed and the free act and deed of said [presbytery, etc.] 
 
 In witness whereof, I hereunto set my hand and official seal this 
 day of . 
 
FOEMS. 388 
 
 FOBUS FOR SCHOOLS AND OTHER LITERAR7 SOCIETIES. 
 
 [No. 99.] 
 
 For schools. (Sec 3726 et seq.) 
 
 The Ohio Advance School. 
 
 [FoClow Form No. 1 to No. 3.] 
 
 3. The object of said corporation is not profit, but to secure to its 
 members and patrons the advantages of education in all departments 
 of learning and knowledge, especially in the branches usually compre- 
 hended in academic and university collegiate courses, though not ex- 
 cluding primary instruction, as furnished in common schools. 
 
 [^Follow Form No. 1 to end, omitting No. 4.] 
 
 Note.— The foregoing form can readily be adapted to law, medicine, dentistry, or 
 otber professional or scientific purpose, or may be restricted to common scbool, 
 seminary, academy, college, or university. 
 
 [No. 100.^ 
 
 For a literary society. (Sec. 3236.) 
 The Students Literary Society. 
 
 [Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which this corporation is formed is not profit, but 
 is to provide reading rooms and material, public discussions and enter- 
 tainments, and other facilities and opportunities for literarv culture 
 and social improvement, for its members. 
 
 \_Follow Form. No. 1 to end, omitting No. 4.] 
 
 [No. 101. J 
 
 For law college. (Sees. 3236 and 3726 et seq. 
 
 The Columbus Law College. 
 
 \_Follow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed not for profit, but for the purpose 
 of establishing and maintaining in the city of Columbus, 0., an insti- 
 tution for instruction in the science and practice of law, and to receive, 
 hold, and apply therefor any funds or property lawfully acquired by 
 said corporation. 
 
 {Follow Form No. 1 to end, omitting No. 4.] 
 Note.— Above form can readily be adapted for otber professional schools. 
 
384 OHIO COEPOEATIONS. 
 
 [No. 102,] 
 For historical society. (Sec. 3236.) 
 Ohio Historical Associatiox. 
 [^Follow Form. No. 1 to No. 3.] 
 
 3. Said corporation is formed not for profit, but for the purpose of 
 collecting and preserving information relating to the history of the 
 State of Ohio, and accumulating such books, papers, documents, and 
 articles of interest as tend to illustrate the same. 
 IFollow Form No. 1 to end, omitting No. 4.] 
 
 [No. 103.] 
 For a library association. (Sec. 3236.) 
 Urbana Libeabt Association. 
 IFollow Form No. 1 to No. 3.] 
 
 3. Said corporation is formed not for profit, but to acquire and main- 
 tain a library of books, periodicals, and other papers and documents, 
 for the encouragement of literature and science, and the culture of 
 the members of the association. 
 
 4. Said corporation shall have a capital stock of $100,000, divided 
 into 50,000 shares of $2 each, to be used only for defraying the expenses 
 of said library, and buying books and other supplies therefor. 
 
 l^Follow Form No. 1 to end, omitting No. 4.] 
 Note. — Annual dues may be provided for in rules and regulations. 
 
 [No. 104.] 
 For academy of fine arts, art gallery, etc. (Sec. 3767.) 
 [^Folloiv Form No. 1 down to No. 3.] 
 
 3. This corporation is formed for the purpose of receiving gifts, de- 
 vises and trust funds, and therewith to erect, establish, and maintain 
 an academy for advancing and improving all the arts, processes, and 
 methods of photography, and furnishing instruction therein, by lectures 
 and otherwise [or insert other authorized objects]. 
 
 4. The management and control of all the corporate means and 
 property, business, and franchises shall be vested in a board of ten 
 trustees, whose term of office shall be^ix years, and until their succes- 
 sors are elected by ballot by a majority of the members of the corpora- 
 tion; and all donors of $100 or more, and all trustees designated in 
 instruments by which property or funds amounting to $100 or more 
 may be acquired by the corporation in trust, shall be active life mem- 
 bers. Unless otherwise directed by the terms of any devise or gift, all 
 money so received shall be invested in interest bearing bonds of the 
 
FOEMS. 385 
 
 United States, or notes or bonds secured by first mortgage on real es- 
 tate, and only the income thereof shall be expended in prosecuting 
 the work of the corporation, until the total annual income shall be 
 
 $ , after which any money or property subsequently acquired may 
 
 be applied to the expenses of the corporation, in the discretion of the 
 board of trustees. 
 
 In witness whereof, etc. 
 
 \_Follow Form No. 1 to end, omitting No. 4. J 
 
 FORMS FOR BENEVOLENT SOCIETIES. 
 
 [No. 105.] 
 For a children's home. 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The said corporation is formed not for profit, but to provide a 
 home and education for destitute children and fit them for lives of 
 usefulness; and to acquire, by donation or otherwise, all necessary 
 property and funds. 
 
 l^Follow Form No. 1 to end, omitting No. 4. J 
 
 Note.— The above form can readily be adapted to orphan asylums and other char- 
 itable institutions. Such home may also be organized by county commissioners 
 under sections 923 and 929. 
 
 [No. 106.] 
 
 For benevolent society. 
 
 The Garfield Lodge, No. 1, Knights of . 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The object of said corporation is not profit, but is to promote 
 friendship, charity, and benevolence, and to assist its members in sick- 
 ness or distress, and aid the families of deceased members, by volun- 
 tary contributions, under regulations and by-laws to be adopted. 
 
 IFollow Form No. 1 to end, omitting No. 4.] 
 
 Note.— This form may be adapted to all secret orders and societies, but is not in- 
 tended for mutual relief associations agreeing to pay stipulated sums on death; such 
 corporations must be organized under Sec. 3630. 
 
 [No. 107.] 
 
 Home for aged women. (Sec. 3881.) 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The object of said corporation is not profit, but is to establish a 
 home for aged and indigent women, under suifh conditions as may be 
 25 
 
386 OHIO COEPOEATIONS. 
 
 prescribed by the board of trustees, and to acquire, through donations 
 and otherwise, and own, funds and property convenient therefor. 
 \_Follow Form No. 1 to end, omitting No. 4.] 
 
 [No. 108.] 
 
 For society for the prevention of cruelty to animals. (Sees. 3715 
 
 to 3718.) 
 The Sandusky Humane Society. 
 
 The undersigned hereby certifies that the following is a true record 
 of the proceedings of a meeting held at Sandusky, 0., on November 
 1-, 1884: 
 
 Sandusky, 0., November 1, 1884. 
 
 Messrs. [7 names], being present, it was unanimously resolved, 
 
 on motion of Mr. , that all present form and organize a society, to 
 
 become incorporated under the laws of Ohio, and to be known as The 
 Sandusky Humane Society, for the prevention of acts of cruelty to ani- 
 mals. On motion of Mr. , it was thereupon resolved to elect three 
 
 directors, and Messrs. , , were duly elected as such directors. 
 
 On motion of Mr. , Mr. was elected secretary of the meeting, 
 
 and requested to prepare rules and regulations, to be submitted at the 
 next meeting, providing for honorary memberships, dues, and all 
 other matters necessary for the successful prosecution of the work of 
 the society, and also to do all things necessary to procure the incorpo- 
 ration of the society. On Mr. 's motion, Mr. was appointed 
 
 the active agent of the society. The meeting was thereupon adjourned 
 to meet at the call of the secretary. , Secretary. 
 
 [No. 109.] 
 For firemen's relief association. (Sec. 3850.) 
 Firemen's Relief Association. 
 \_FoUow Form No. 1 to No. 3.] 
 
 8. Said corporation is formed not for profit, but for affording relief 
 to members of fire, hose, and hook and ladder companies, disabled or 
 injured while in the discharge of duty, and to their families. 
 [_Follow Form No. 1 to end, omitting No. 4.] 
 
 [N'o. 110.] 
 For farm laborer's associations. (Sec. 3843 et seq.) 
 [Follow Form No. \ to No. Z.] 
 
 3. This association is formed for the purpose of promoting the inter- 
 ests of agriculture, and for the relief of distressed farm laborers and 
 their widows and orphans, whether such widows and orphans be mem- 
 
FOEMS. 387 
 
 bers of any such association or not, and for any other charitable pur- 
 pose connected with agriculture, not for profit. 
 {Follow Form No. 1 to end, omiiiing No. 4.] 
 
 Note.— The original statute (74 Ohio L. 204), required ten or more incorporators, 
 but five is enough under the present law. 
 
 [No. 111.1 
 
 For a county or district agricultural society. (Sees. 3697 and 
 
 3700 et seq. 
 
 The undersigned, being residents of county {or, of a district em- 
 
 hradng two counties], hereby organize themselves into a society, for the 
 improvement of agriculture vyithin said county [or, district'], subject to 
 the rules and regulations furnished by the State Board of Agriculture, 
 and in accordance with the laws of Ohio governing corporations so or- 
 ganized for the purpose above named. 
 
 Said society shall be known as , and shall be located at . 
 
 In witness whereof, they herfeuntd set their hands, this day of 
 
 , 1886. [Signed by thirty or more.] 
 
 Note.— Although the statute does not expressly require such organization to he in 
 writing, nor that such instrument he acknowledged or sent to the secretary oJ state, 
 it is suggested that such usual course be pursued. 
 
 The State Board of Agriculture, at Columbus, furnishes, without charge, upon ap- 
 plication, printed rules and by-laws. 
 
 [No. 112.] 
 For a township agricultural society. (Sec. 3709.) 
 
 The undersigned, being residents of the township of . county of 
 
 Ohio, hereby form a society to become incorporated under the 
 
 laws of said state and the following agreement, viz. : 
 
 1. That the name of such incorporated society shall be . 
 
 2. Its object shall not be profit, but the promotion of agriculture in 
 said township. 
 
 3. Said corporation shall be located in said township of . 
 
 In witness whereof, they hereunto set their hands and seals, this 
 
 day of , 1886. [seal.] 
 
 [seal.] 
 
 [seal.] 
 
 [seal.] 
 
 [seal.] 
 
 Note -The number required to form such a corporation should probably be not 
 less than five, as provided in section 3236. The seals would appear to be no longer 
 necessary (81 Ohio L. 198, 54). This certificate can be acknowledged only before a 
 
 ^"Thrabove formtan be readily adapted to a society for detection of horse theiyes. 
 etc., under section 3709o» 
 
388 OHIO COEPOEATIONS. 
 
 FORMS FOE SOCIAL CLUBS. 
 
 [Xo. 113.] 
 For a social club, (Sec. 3236.] 
 Wtnter Social Cldb. 
 ]_Follow Form No. 1 to No. 3.] 
 
 3. The purpose for which said corporation is formed is not profit, but 
 is to provide social entertainments and other means of recreation and 
 amusement for its members. 
 
 \_Follow Form No. 1 io end, omitting No. 4.] 
 
 [No. 114.] 
 For a bowling club. (Sec. 3236.) 
 {^Follow Form No. 1 to No. 3.] 
 
 3. Said corporation is formed not for profit, but for exercise in bowl- 
 ing and other athletic sports, for the recreation and improvement in 
 health of its rhembers. 
 
 \_Follow Form No. 1 to end, omitting No. 4.] 
 
 [No. 115.] 
 For a vocal or music society. (Sec. 3236.) 
 
 Lake Erie Saengbrbund. 
 
 ^Follow Form No. 1 to No. 3.] 
 
 3. Said corporation is formed not for profit, but for the study and 
 rendition of music, to organize and maintain a school for instruction 
 and cultivation in vocal and instrumental music, and to acquire and 
 hold funds and property convenient therefor. 
 
 [^Follow Form No. 1 to end, omitting No. 4.] 
 
 [No. 116.] 
 For a shootinff club. (Sec. 3236.) 
 The Forest Shooting Club. 
 IFoUoio Form No. 1 to No. 3.] 
 
 3. The purpose of said corporation is not profit, but to acquire and 
 own grounds for the use of its members for hunting and fishing, or 
 otherwise to provide facilities for such sport, and to encourage and 
 assist in the proper observance of the game laws of the state. 
 [^Follow Form No. 1 to end, omitting No. 4.] 
 
FOEMS. 389 
 
 FORMS FOR MISCELLANEOUS SOCIETIES. 
 
 [No. 117.] 
 For preserving dead bodies. (Sec. 3884.) 
 
 IFoUow Form No. 1 to No. 3.] 
 
 3. This company is formed for the purpose of preserving and pro- 
 tecting bodies of deceased persons before burial, but not for profit. 
 [^Follow Form No. 1 io end, omitting No. 4.] 
 
 [No. 118.] 
 
 For a cemetery association. (Sec. 3571.) 
 
 Evergreen Cemetery Association. 
 
 IFollow Form No. 1 to No. 3.] 
 
 3. The purpose for which this association is formed is to acquire by- 
 purchase or otherwise, and hold, lands to be used exclusively for burial 
 purposes, not for profit. 
 
 [_Follow Form No. 1 to end, omitting No, 4.] 
 
 [No. 119.] 
 For a pharmaceutical association. 
 
 The Ohio State Pharmaceutical Association. 
 
 Following is the purpose as expressed in the above entitled society's 
 articles of incorporation : 
 
 " The object of the association shall be to unite the reputable phar- 
 macists and druggists of the state; to improve the science and art of 
 pharmacy; to elevate its standard; and to eventually restrict the 
 practice of pharmacy to properly qualified pharmacists and druggists." 
 
 [No. 120.] 
 For board of trade. (Sec. 3827 et seq.) 
 [Follow Form No. 1 to No. 3.] 
 
 3. The objects of said as.sociation are to promote integrity and good 
 faith, just and equitable principles of business, to discover and correct 
 abuses, to establish and maintain uniformity in commercial usages, to 
 acquire, preserve, and disseminate valuable businee^a statistics and in- 
 formation, to prevent or adjust controversies and misunderstandings 
 which may arise between persons engaged in trade, and generally to 
 
S90 OHIO COEPORATIONS. 
 
 foster, protect, and advance the commercial, mercantile, and manufac- 
 turing interests of the city. 
 
 [^Follow Form No. 1 to end, omitting No. 4.] 
 
 Note.— The act of April 3, 1866 (S. & S. 182), required twenty incorporators, and 
 section 3827 assumes a membership of at least thirteen, so that it is prudent to have 
 twenty incorporators, although five Is probably all the law now requires. 
 
 As the by-laws of boards of trade in all large cities are printed, and can be pio- 
 cured by applying to them, it is thought unnecessary to take up space by printing 
 them in this book. 
 
 [No. 121.] 
 
 For principal organization over subordinate organizations. 
 
 (Sec. 3236, g 5.) 
 
 Grand Lodge of . 
 
 The undersigned [name all, five at least being required}, who are all resi- 
 dents of the State of Ohio, and who are associated, not for profit, as 
 the principal and ruling organization over the subordinate lodges 
 
 of , located in said state, and associated not for profit, hereby make 
 
 application to become incorporated for the purpose of being such 
 ruling organization, under the laws of Ohio, with the following articles: 
 
 1. The name of said incorporation shall be . 
 
 2. The place where the principal business of said corporation is to 
 be transacted at the time of its incorporation is Cleveland, Ohio, and 
 the names and places of residence of its principal officers are as fol- 
 lows, respectively : 
 
 , President, resides in . 
 
 , Secretary, resides in . 
 
 , Treasurer, resides in . 
 
 In witness whereof they hereunto set their hands respectively, thi» 
 
 day of . 
 
 \_Acknowledge as in Form No. 2.] 
 
FORMS. 391 
 
 FORMS FOR DISSOLUTION. 
 
 1. Petition. 
 
 2. Order. 
 
 3. Decijbe. 
 
 [No. 122.] 
 Petition for dissolution of corporation. (Sec. 5651.) 
 
 In the Coukt of Common Pleas, ] 
 Franklin Codnty, Ohio. J 
 
 In the Matter op Application of The Excelsior Knitting Co. for 
 
 Dissolution. 
 
 The undersigned, A, B, C, and D, respectfully state that they are a 
 majority of the directors of the above named company, duly qualified, 
 and acting as such; that said company is a corporation under the laws 
 of Ohio, having a capital stock of $100,000, divided into 1,000 shares 
 of $100 each; that said company was organized for the purpose of 
 manufacturing and dealing in knit goods, and has been and is now 
 engaged in such business for profit ; that the business has paid no div- 
 idends, and there is no prospect of any profits or advantage from fur- 
 ther effort in the same; that the company owes debts, which are due, 
 exceeding the sum of $75,000, and is unable to pay the same because 
 of losses and depreciations and other circumstances hostile to the 
 business; that the undersigned deem it beneficial to the interests of 
 the stockholders that said corporation be dissolved. 
 
 They further say : 
 
 1. That a full, just, and true inventory of all the assets of said com- 
 pany is hereto attached, marked Exhibit " A," and made part hereof; 
 
 2. That a, full, just, and true account of the capital stock of said 
 company, with the names and residences of the stockholders, the num- 
 ber of shares owned by each, and the amount paid and unpaid on the 
 same as hereto attached, marked Exhibit " B," and made part hereof; 
 
 3. That a statement of all the incumbrances on the property of said 
 company, and of all engagements entered into by it which have not 
 been fulfilled, specifying the residence of each creditor, and the 
 amount owing to each creditor, giving the consideration for the 
 claims and nature thereof; and all other debts and liabilities of said 
 company, accompanied with a full explanation of each, is hereto at- 
 tached, marked Exhibit " C," and made part hereof. 
 
392 OHIO CORPORATIONS. 
 
 Wherefore, the petitioners pray that such proceedings may be had 
 herein as are contemplated by law in such cases, and that said corpo- 
 ration may be dissolved by decree of this Court, and that said corpora- 
 tion, its creditors and stockholders, may have such other and further 
 relief in the premises as their interests in law or equity may require. 
 
 By , Plaintiff's Attorney. 
 
 State of Ohio, ) 
 
 rxTT, I 
 
 [No. 123.] 
 
 Franklin' Couxtt, J "' (Sec. 5653.) 
 
 A, B, C, and D, being each duly sworn, severally say that all the facts 
 
 stated and allegations contained in their foregoing petition and in 
 
 the several accounts, inventories, and statements annexed thereto, are 
 
 just and true, so far as they resjfectively have the means of knowing. 
 
 A, 
 B, 
 C, 
 D. 
 Sworn to before me and subscribed in my presence by said A, B, C, 
 
 and D, respectively, this day of . 
 
 , Xotary Public. 
 
 Note. — Sec. 5673 provides for dissolution on application of one-fifth of the stock- 
 holders. 
 
 The above form can readily be adapted to such an application, adding the facta 
 required by the section to make a case. 
 
 [No. 124.J 
 Order. (Sees. 5654, 5655.) 
 
 On filing such petition, the following order may be made : 
 
 {Oive title of cause as in form of petition.) 
 
 And now came the petitioners in this matter. A, B, C, and D, 
 and the Court being fully advised in the premises, find that their ap- 
 plication for the dissolution of the said Extelsior Knitting Company 
 is in due form. It is therefore ordered by the Court that A B be and 
 he is hereby appointed referee herein, and all persons interested in 
 said corporation are hereby required toshowcause,if any they have, why 
 said corporation should not be dissolved, before said referee, at his office 
 
 No. , in Columbus, C, on the ■ ^ day'of (not less than three 
 
 months after the order is made), and said A B is ordered to proceed, 
 on said day and subsequent days to which said hearing may be con- 
 tinued, to hear the allegations and proofs of such parties, administer 
 oaths, take testimony in relation thereto if necessary, and with all 
 convenient speed report the same to the Court, with a statement of the 
 property, effects, debts, credits, and engagements of the said corporar 
 tion, and of all other matters and things pertaining to its afikirs. 
 
FOEM8. 393 
 
 rXo. ]25.] 
 Decree of dissolution and appointing receiver. (Sees. 5656, 5657.) 
 
 ( Give title of cause. ) 
 
 And now came the petitioners in this matter, A, B, C, and D, 
 and it appearing to the Court that tlie said A B, referee, has filed 
 his report, as heretofore ordered, as such referee, of the condition of 
 said corporation, the Court find from such report and the pleadings, 
 exhibits, and testimony herein, that the said The Excelsior Knitting 
 Company is insolvent (or, that a dissolution of the said The Excelsior 
 Knitting Company will be beneficial to the stockholders thereof, amd not 
 injurious to the public interests ; or, thai the ohjecis of the said company 
 have wholly failed, or been entirely abandoned; or, that it is impracticable 
 to accovtpUsK such object), it is therefore ordered, adjudged, and 
 decreed that A and B be and they are hereby appointed receivers 
 of the estate and eflfects of said corporation, to administer its 
 affairs for the interest of all concerned according to the statutes in such 
 cases made and provided, and the further orders of this Court in the 
 premises, and that said A and B, as such receivers, before entering upon 
 their duties, give a bond to the State of Ohio in the sum of dol- 
 lars, conditioned for the faithful discharge of their duties and the ac- 
 counting for all monev and property received by them;- and it is 
 further ordered that said referee be and he is hereby discharged from 
 all further services herein. 
 
INDEX. 
 
 ABSTRACT COMPANY, articles of incorporation, (Form Kfi i ^^^' 
 ACTIONS AGAINST CORPORATIONS. See Venpe. 
 AGRICULTURAL CORPORATIONS— 
 
 Intoxicating liquor, sale suppressed at fair. Sqo. 3712 225 
 
 Intoxicating liquor, how fine for selling collected. Sec. 3713 225 
 
 Special constables, when maybe appointed. Sec. 3710 ^ 225 
 
 Special constables, powers of. Sec. 3711 225 
 
 District and county agricultural societies — 
 
 Organized, how. (Form HI.) Sec. 3697 , 220 
 
 Powers of. Sec. 3700 222 
 
 Premiums, for what may be offered by. Sec. 3698.. 221 
 
 Premiums, shall be awarded annually. Sec. 3698 221 
 
 Premiums awarded, list of must be published. Sec. 3699 222 
 
 Real estate, requisites of conveyance of Sec. 3701 222 
 
 Real estate, county commissioners may assist in purchasing for. 
 
 Sec. 3702 .....^ 222 
 
 Real estate, county commissioners may purchase alone for. Sec. 
 
 370,3 :. 223 
 
 Real estate, county commissioners mu.st submit tax to vote. Sec. 
 
 3704 223 
 
 Real estate, when the title vestain county. Sec. 3705. (Note). 223 
 
 Real estate, may be sold by society, when. Sec. 3706 224 
 
 Real estate, how conveyances for executed. Sec. 3707 224 
 
 Real estate, society can not incumber. Sec. 3708 224 
 
 Ohio state board of agriculture — 
 
 Annual meeting of, proceedings Spc. 3692 219 
 
 Annualreport and exhibition. Sec. H693... 220 
 
 Funds, what at disposal of board. Sec. 3695 220 
 
 Powers and duty of Sec. .3694. 220 
 
 Stationery, etc., to be furnished board. Sec. 3696 220 
 
 Township society — 
 
 How incorporated and powers of (Form 112.) ' Sec. 3709 224 
 
 AMENDMENT OF ARTICLES OF INCORPORATION. (Form 34.) 
 
 Sec. 3238a 8 
 
 AMENDMENT TO CHARTER, when may be made. S 'cs. 3233, 
 
 3238a. (Note) 6-8 
 
 ANIMALS, societies to prevent cruelty to. See Humaxe Societies. 
 ANNUAL ELECTION of directors and trustees, when held. Sec. 
 
 3246 16 
 
 ANNUAL REPORTS by superintendent of insurance. Sec. 278 166 
 
 ANNUAL REPORTS by toll-gate keepers. Sec. 3311 137 
 
 ANNUAL REPORTS, time for making certain. Sec. 61 2 
 
 ANNUAL REPORTS, certain corporations must make. Sec. 3268 26 
 
 APPROPRIATION OF LAND— _ 
 
 By cemetery company. Sec. 3573 lo6 
 
 (395) 
 
396 INDEX. 
 
 Page. 
 AppROPRiATrov OP Land — Continued. 
 
 By hydi-aulic company. Sec. H563 ^... 153 
 
 By magnetic telegraph company. See. 3456 ]1H 
 
 By magnetic telegraph company, limitations. Sec. 3457 117 
 
 By plank-road company. Sec. 3475 124 
 
 By railroad company. Sec. 32Ht. (Note) 35 
 
 By street railroad Company. Sec. 3440 112 
 
 By street railroad company, oath in proceedings for. Sec. 3442 112 
 
 Constitutional provisions concerning. Sec. 5 2 
 
 ARTICLES OP INCORPORATION— 
 
 PeeUor filing. See. 148a 324 
 
 What they must contain, (Form 1.) Sec. 3236-7 7 
 
 What they must contain when votes of stockholders arc limited. 
 
 (Form*35). Sec. 3245a 15 
 
 Must be subscril)pd and acknowledged. (Form 2.) Sec. 3236 7 
 
 Must be filed with secretary of state and recorded. Sec. 3238 8 
 
 Certificate of county clerk must be attached. (Form 3.) Sec. 3238.. 8 
 
 Copy of, evidence of incorporation. Sec. 32.38 8 
 
 May be amended, how. (Form 34). Sec.3238a 8 
 
 Of insurance companies other than life — 
 To be approved by attorney-general. Sec. 3632 196 
 
 Of life insurance company — 
 'What to contain. Sees.- 3588-360S 173-181 
 
 Of mutual protection insurance company — 
 What mustcontain Sec. 3687 217 
 
 Of society to prevent cruelty to animals — 
 Seven incorporators required. (Form 108.) Sec. 3715 22S 
 
 Of turnpike company — 
 What to contain in certain cases. Sec. 3520 139 
 
 Of union depot companies — 
 What to contain, etc. Sec. 3447 114 
 
 ASSESSMENTS OP STOCKHOLDERS of turnpike company— 
 
 HowcoUeeted. Sec. 3519 139 
 
 AVENUE COMPANY, when and tor what incorporated. (Form 69.) 
 
 Sees. 3822-3 281 
 
 Assignment by corpiration o'stockholder's liability invalid. (Note) 22 
 Assignment by corporation. (Forms 43 and 44.) 
 
 BANKING ASSOCIATIONS (See also Free Bankisg.) 
 
 Act authorizing must be submitted to vote. Spc. 7 2 
 
 Means banks of issue. iNote) 2 
 
 Articles of incorporation. (Form 94.) 
 
 BENEVOLENT SOCIETIES- 
 
 Artioles of incorporation for. (Form 106.) 
 
 Directors, election of. Sec. 3 299 
 
 Liable on St ick subscription like individuals. Sec. 2 299 
 
 May accept certain provisions. Sec. 3793 2:i5 
 
 May erect buildings. Sec. 1 ■••• 298 
 
 May subscribe to stock of society erecting buildings. Sec. 1 298 
 
 Bill or note prima facie within corporate powers (note). 25 
 
 Women's benevolent association — 
 
 Fiscal trustees may be appointed for. Sec. 3791. 254 
 
 Fiscal trustees, powers and duties of. Sec, 3792. 254 
 
 BOARD OF DIRECTORS OR TRUSTEES— 
 
 Majority shall form board. Sec. 3247 17 
 
INDEX. 397 
 
 T> T^ Pag9. 
 
 BoAED OF Directors or Trustees — Continued, 
 
 Majority must be citizens. Sec. 3248. 17 
 
 May adopt by-laws. Sec. 3250 18 
 
 May fill unexpired terms. Sec. 3248.. 17 
 
 Organization of. Sec. 3248 17 
 
 Shall exercise corporate powers. Sec. 3248. 17 
 
 BOARD OP TRADE— 
 
 Arbitration, committees may be appointed for. Spc. 3828 283 
 
 Inspectors, etc., may be appointed by. Sec. 3830 2S4 
 
 Inspectors, etc., may appoint deputies. Sec. 3830a 284 
 
 May adopt certain provisions. Sec. 3831 . 284 
 
 May purchase or lease buildings. Sec. 3832 285 
 
 Officers and directors of- — 
 
 How elected, and powers. (Form 120.) Sec. 3827 283 
 
 Bonds may be required from. (Form 16.) Sec. 3829 284 
 
 BODIES, company for preserving, powers of. (Form 117.) Sec. 3884. 303 
 
 BOND FOR OFFICERS. (Form 16.) 
 
 BONDS MAY BE ISSUED TO SECURE LOAN. (Forms 31, 32 and 
 
 40.) Sec. 3256. 21 
 
 BONDS— 
 
 Chan'ge of, authorized. Sec. 3265 25 
 
 May be issued by county commissioners to pay for turnpike pur- 
 chased. Sec. 3501 135 
 
 BOOKS FOR SUBSCRIPTIONS TO BE OPENED. Sec. 3242 U 
 
 BOOKS FOR SUBSCRIPTIONS, subscription valid if not made in. 
 
 (Note). 12 
 
 BOOKS FOR SUBSCRIPTIONS TO LIFE INSURANCE COMPANY. 
 
 Sec. 3590 174 
 
 BOOKS FOR SUBSCRIPTIONS TO INSURANCE COMPANIES 
 
 -other than life. Sec. 3635. (Note) 197 
 
 BOOKS TO BE KEPT BY TURNPIKE COMPANY. Sec. 3510. 137 
 
 BOWLING CLUB, articles of incorporation for. (Form 114.) 
 
 BRIDGE COMPANIES— 
 
 Articles of incorporation for. (Form 61). 
 
 May make regulations. Sec. 3540 146 
 
 Must post rates of toll. Sec. 3538 145 
 
 Must post rates, when excused. Sec. 3538. (Note) 145 
 
 Powers of, generally. Sec. 3537 144 
 
 Toll, rates allowed. Sec. 3539. 145 
 
 Ohio river bridge company — 
 
 May lay tracks on bridge. Sec. 3544.. 147 
 
 May consolidate with other company. Sec. 3547 :■• 147 
 
 May change span or height of bridge. Sec. 3.548 148 
 
 May own and run ferries. Sec. 3549.. -. 148 
 
 May mortgage franchise. Sec. 3545 147 
 
 Powers of. Sec. 3541-2. ■■ ;•••■• JfS 
 
 Stock of may be taken by railroad company, bee. 3546 147 
 
 Toll, rates of. Sec. 3543 146- 
 
 BUILDING AND LOAN ASSOCIATIONS- 
 
 Banking powers are not conferred by act. (Note) 28b 
 
 By-laws, terms of. Sec. 38356. •.••■•• •■••-• ;«7 
 
 Deposits may be received by, and.loaned. Sec. 3834 .87 
 
 Powers of generally. Form 70. Notes.) Sec. 3833 286 
 
398 INDEX. 
 
 Page. 
 BuiLDiNO AND LoAN ASSOCIATIONS — Continued. 
 
 Loans, adjustment of. Sec. 383oc 288 
 
 Stock, to be paid out of earnings, etc. Sec. 3835. (Note) 287 
 
 Stock, may be increased. (Form 70.) Sec. 3835e 288 
 
 Stock, may be paid to person under disability. Sec. 3836 288 
 
 Taxation of shares. Sec. .3835i 288 
 
 BY-LAWS, may be made. (Form 18.) Sees. 3245&, 3250 16, 18 
 
 CAPITAL STOCK. See Stock. 
 
 CARRIAGE MANUFACTURING COMPANY, articles of incorpo- 
 ration for. I Form 47.) 
 
 CEMETERY ASSOCIATIONS. (Form 118.) 
 
 Appropriation of land by, how made and conditions. Sec. 3573. 
 
 (Note) 156 
 
 Income and receipts, how applied. Sees. 3574-3582 157-160 
 
 Land, exempt from execution, when. Sec. 3578 158 
 
 Land, may be held within village, when. Sec. 35£4 160 
 
 . Land, 100 acres may be acquired. Sec. 3571 156 
 
 Land, more may be acquired, and limit. Sees. 3572-3581 156-159 
 
 Lots, exempt from execution, etc. Sec. 3575 157 
 
 Lots, rights of owners of, assured. Sec. 3586 161 
 
 Maj' abandon grounds and remove bodies, when. Sees. 1, 2. 161 
 
 May act as soldiers' monumental association. Sec. 3579 58 
 
 May appoint policemen. Sec. 3580. 159 
 
 Plat of grounds to be made. Sec. 3576 157 
 
 Powers, generally. Sec. 3583 160 
 
 Powers, in certain counties. Sec. 3581.. 159 
 
 Powers, when land within village. Sec. 3585 160 
 
 Road to cemetery may be bought by county commissioners. Sec. 
 
 3577. 158 
 
 Rules and regulations to be prescribed. Sec. 3576. 157 
 
 Sinking fund, may be created by. Sec. 1.. '. 161 
 
 Sinking fund, how invested. Sec. 2 161 
 
 Sinking fund, how expended. Sec. 3. 161 
 
 Soldiers' monumental association, powers when acting as. Sees. 
 3579,1.2 158,159 
 
 CHAMBER OF COMMERCE. See Boakd of Trade. 
 
 CHANGE OF NAME. See Name. 
 
 CHARTER— 
 
 Special, repealed where not acted upon. Sec. 7914 323 
 
 Lost, etc., may be duplicated, and effect. Sec. 7915.. 323 
 
 When user evidence of issue of. Sec. 7916 323 
 
 CHILDREN'S HOME, articles of incorporation for. (Form 105.) 
 
 CHURCH, articles of incorporation for. (Form 97). See also Rklis- 
 lous Societies. 
 
 COLLATERAL LOAN COMPANIES. (Form 93.) 
 
 Directors, by-laws, etc. Sec. 3 269 
 
 Interest, rate of Sec. 5 270 
 
 Loans, what authorized. Sec. 5 270 
 
 Organization, when authorized. Sec. 4 270 
 
 Powers. Sees. 1-5 , 269, 270 
 
 Reports to be made. Sec. 8.. 270 
 
 Sale of unredeemed goods. Sec. 7 270 
 
 Stock, limited. Sec. 2 269 
 
INDEX. 399 
 
 Page. 
 Collateral Loan Companies — Continued. 
 
 Stock, transfer of. Sec. 9 271 
 
 Stockholders, subject to all provisions applicable. Sec. 10 271 
 
 COLLEGES AND INSTITUTIONS OP LEARNING^ 
 Articles of incorporation for. (Form 99.) 
 
 Degrees, when may be conferred by. Sec. 3726 232 
 
 Faculty, when may be appointed. Sec. 3726 232 
 
 Faculty, who constitute; powers of. Sec. 3728 232 
 
 Funds, when and how endowment may be diverted. Sec. 3732. 
 
 (Note) 233 
 
 May hold property in trust when donated. Sec. 3727 232 
 
 May teach what branches. Sec. 3729 233 
 
 May change location, when. Sec. 3731 233 
 
 May change location of college. Sec. 3761 242 
 
 May increase their property, when and how. Sees. 37.34-5 234 
 
 May prescribe rules in articles of incorporation, when. (Form 104.) 
 
 Sec. 3767 244 
 
 May add to objects expressed in articles of incorporation, how. 
 
 (Form .37.) Sec. 3768 244 
 
 Stock may be changed into scholarships. Sec. 3730 233 
 
 Subscription to fund, when invalid. (Note) 234 
 
 Alumni — 
 
 May elect trustees and appoint visitors, when. Sec, 3747 239 
 
 How such election conducted. Sec. 3748 238 
 
 Returns of election, and certificates thereof Sec. 3749 238 
 
 Endowment Jund corporation — 
 
 How organized. Sec. 3750 : 239 
 
 Indebtedness. See Stockholders. 
 
 Medical colleges — 
 
 Bodies for dissection, when may receive. Sec. 3763 242 
 
 Bodies for dissection, penalty for unlawfully having. Sec. 3764 244 
 
 Military academies — 
 
 Board, academic, how constituted. Sec. 3757 241 
 
 Board of visitors, how constituted. Sec. 3758 241 
 
 Board of visitors, duties of. Sec. 3759 241 
 
 Patrons — 
 
 Conference may become, when. Sec. 3741 236 
 
 May appoint visitors. Sec. 3742 236 
 
 When right to appoint visitors ceases. Sec. 3743 237 
 
 How such cessation of right determined. Sec. 3744 237 
 
 Property — 
 
 May be increased, when and how. Sees. 3734-5 2.34 
 
 Maybe sold and distributed, how. Sec. 3762 242 
 
 Stockholders — 
 
 Assessments may be made upon for debts. Sec. 3753 240 
 
 Assessments, how made and collected. Sec. 3756 241 
 
 Meetingof, to ascertain liability. See. 3754 ■■■- 240 
 
 Meeting may fix amount of assessment. Sec. 3755 240 
 
 Trustees, board of— . 
 
 Duties of may be enforced by action. Sec. 3771.. 245 
 
 How constituted and governed in certain cases. Sec. ^736 l.^o 
 
 Ineligible to other office, and not to have salary. Sec. 3770 245 
 
 Classes, to be divided into. Sec. 3737................... •••- ■ — •.• 235 
 
 Classes, when number in may be reduced. Sec. 3740 /rfb 
 
 May be enlarged, when. Sec. 3739. "••— -iob 
 
400 INDEX. 
 
 Page. 
 Colleges axd iNSTiinTioNS of Learning — Continued. 
 
 May accept certain provisions. Sec. 3746 237 
 
 May accept certain further provisions. Sec. 3751 .♦. 239 
 
 How classified in such cases and vacancies filled. Sec. 3752 239 
 
 Must keep accounts and file abstract of same. Sec. 3769 245 
 
 Quorum, how constituted. Sec.3745 237 
 
 Term of office, vacancy, how filled. Sees. 37,38-3760 235-241 
 
 Vacancy, how tilled in certain cases. Sec. 3733 234 
 
 COMMON CARRIER COMPANIES— 
 
 Liabitity of. (Note) 289 
 
 Powersof. (Form 72.) Sec. 3838. (Note) 2^9 
 
 Stock in, may be taken by any company. Sec. 3839 290 
 
 CONSOLIDATION— 
 
 Of railroad companies. (Form 46.) Sec. 3379. (Note) 84 
 
 Of telegraph companies. Sec. 3470 121 
 
 Of turnpike companies. Sec. 3506 136 
 
 Of Ohio river bridge companies. Sec. 3547 147 
 
 Of hydraulic companies. See. 3566 154 
 
 CONSTITUTION of 1802, provisions of 1 
 
 CONSTITUTION of 1851, provisions of 1 
 
 Constitutionality of act, how determined. (Note) <..... 2 
 
 CONTRACT, with company before incorporation, void. (Note) 10 
 
 CO-OPERATIVE TRADE ASSOCIATION, powers of. (Form 71.) 
 
 Sec. 3837 288 
 
 CORPORATE POWERS not to be conferred by special act. Sec. 1... 1 
 CORPORATIONS— 
 
 Act, whether ultra vires, depends on object and effect. (Note) 10 
 
 Any acting under revised statutes to be governed thereby. Sec. 
 
 3234 ." 6 
 
 Appropriation of right of way. Sec. 5.. 2 
 
 Are trustees for members; duties. (Note) 17 
 
 Agent, when contract of binds corporation. (Note) 17 
 
 Articles of incorporation, what tocontain. (Form 1.) Sees. 3236-7. 7 
 Articles of incorporation, copy of, prima facie evidence of exist- 
 ence of. Sec.3238 8 
 
 By what laws governed. Sees. 3232,3269 5-26 
 
 Can not buy stock to control other corporations. (Note) 19 
 
 Can not employ assets in outside business. Sec. 3266 25 
 
 Can not contract before incorporation. (Note) 10 
 
 Cannot afiirm part of contract by agent and avoid part. (Note) 10 
 
 Certificate of stock to be issued by. (Forms 21, 22, 23, 24). Sec. 
 
 3254 19 
 
 Change of powers, when avoids subscriptions. (Note) 12 
 
 Dues from, how secured. Sec. 3 2 
 
 Estopped to deny corporate existence afier acting as such. (Note). 7 
 
 DefaciOji&cls establi.shing. (Note) 10 
 
 Exemption from legislative control. (Note) 5 
 
 For what purpose may be formed. Sec. 3235 6 
 
 For profit, must have capital stock. Sec. 3235. 6 
 
 Forfeiture of membership, how ascertained. (Note) 11 
 
 Franchise of, not matter of contract or sale. (Note). 10 
 
 Governed by special provisions, when. Sec. 3269 26 
 
 How created. Sec. 3236 7 
 
 May change name. Sec. 3238a 8 
 
INDEX. 401 
 
 Page. 
 Corporations — Continued. 
 
 May adopt rejjulaiioiis. (Forms 17 and 20.) Sec 3249 18 
 
 May add to objects of corporations. (Form 37.) Sec. 3768 244 
 
 May accept certain provisions. (Form 38). Sec. 3767. 244 
 
 May borrow moneyon bond and mortgage, (Forms 31, 32 and 33.) 
 
 Secs.3256-7 21 
 
 May convert lis obliaations into stock. Sec. 3257 21 
 
 May increase capital stock, how. (Form 29.) Sec. 3262.. 24 
 
 May limit voles of stockbolders. Sec. 3245a 15 
 
 May issue preferred stock upon increase. Sec. 3263 25 
 
 May stipulate ior dividends on preferred stock. Sec. 3263 25 
 
 May stipulate for conversion of preferred stock into common stock. 
 
 Sec. 3263. 25 
 
 May reduce capital stock, when. (Form 30.) SfC. 3264.. 25 
 
 May exchange bunds, how. Sec. 3265 25 
 
 May increase or decrease number of directors. Sec. 3267 26 
 
 May enforce payment of subscriptions by sale of stock. (Form 27.) 
 
 Sec. 3253 19 
 
 May be 1orm«d under general law. Sec. 2 — : 2 
 
 May accept provisions of revised statutes. Sec. 3233 6 
 
 a. Manner of acceptance provided in charter to be followed. 
 
 (Note). 5 
 
 b. Corporation exercising powers estopped to deny acceptance. 
 
 (Note). 5 
 
 c. Non-assenting stockholders may object. (Note), 5 
 
 d. Corporation bound by _/aci of acceptance. (Note) 6 
 
 May purchase its own stock for debts owing it. (Note). 19 
 
 Non-user, when forfeits property or franchise. (Note).. 10 
 
 Powers of, generally. Sec. 3239, 10 
 
 Powers to be exercised 'by board of directors or trustees. Sec. 
 
 3248. (Note) - 17 
 
 Property of, subject to taxation. Sec. 4 2 
 
 Foreign corporations — 
 
 Are citizens of states where organized. (Note).. 26 
 
 May do business here by comity. (Note).. 26 
 
 May take real estate here by devise. (Note) 26 
 
 For profit — 
 Corporators shall open books for subscriptions. (Form 5.) Sec. 
 
 3242. (Note) ;••■• ■•• H 
 
 Corporators liable if ten per cent not paid when certified. (Form 
 
 1.) Sec. 3244 • 14 
 
 Election of directors, notice of. (Form 11.) Sec. 3244. (Note)., 14 
 
 Election of directors, notice may be waived. (Form 12.) Sec. 3244. 14 
 
 Election of directors, how conducted. Sec. 3245. (Note) 15 
 
 May give notice of opening books. (Form 5.1 Sec. 3242 11 
 
 May waive notice of opening books (Form 6.) Sec. 3242. 11 
 
 May limit votes of stockholders. (Form 3,5.) Sec. 3245a ^ 15 
 
 May limit amount of stock held by one person. Sec, 3245b 15 
 
 May make bv laws. (Form 18.) Sec, 3245b........... ■■-■■-• 1^ 
 
 Must certify "that ten per centof stock subscribed. (I'orm 8.) bee. 
 
 3244. (Note) ■• ':,'^'.l'C"o^aa V- nc- 
 
 Must make certain annual statements. Sees. 3245b. 3268 lo, 2b 
 
 Subscriptions to stock, when payable. Sec. 3243. (Note).. 13 
 
 Pi^reiectfon of trustees, and terms of office. Sec 3240 U 
 
 26 
 
402 INDEX. 
 
 Corporations — Continued. 
 
 Membership in, how to secure. Sec. 3241 11 
 
 Membership, forfeiture, how ascertained. Sec. 3241. (Note) 11 
 
 Must copy articles of incorporation into book. Sec. 3241. 11 
 
 Regulations of. (Form20.) Sec. 3249 18 
 
 COUNTY AND CITY can not be stockholders in corporation. Sec. 6. 1 
 
 CREDIT OF STATE, not to be given or loaned to corporation. Sec. 4 1 
 
 CRUELTY, societies to prevent. See Humane Society. 
 
 DE FACTO CORPORATION, facts establishing, and rights of. (Note) 10 
 
 DEFINITIONS— 
 
 Of agent of insurance company. Sec. 3644 202 
 
 Of agents to receive process for foreign insurance company. Sec. 
 
 3618 184 
 
 Of corporation. (Note) 6 
 
 Of member of mutual protection insurance company. Sec. 3690. 
 
 (Note) 218 
 
 Ot nuisance. Sees. 6921-3, 6924-5.. '. . ...320 321 
 
 Of stockholder. Sec. 3259.... 23 
 
 Of words in act relating to cruelty to animals. Sec. 3721 229 
 
 DIRECTORS— 
 
 Can not appoint inspectors of election. (Note) 15 
 
 Court will not interfere with, when. (Note). 18 
 
 Election, notice of (Form 11.) Sec. 3244 14 
 
 Election, how conducted. Sec. 3245 15 
 
 Election, must be annual. Sec. 3246.. 16 
 
 Majority must be citizens. Sec. 3248. 17 
 
 Majority shall form the board. Sec. 3247 17 
 
 May adopt by-laws. Sec. 3250. 18 
 
 May be elected, though property sold by receiver. (Note) 16 
 
 Minutes of first meeting of. (Form 15.) Sec. 3247 17 
 
 Must take oath of office. (Form 14.) Sec. 3247. 17 
 
 Must own stock. Sec. ,3248 17 
 
 Number may be increased or diminished. Sec. 3267.. 26 
 
 Of plank-road, etc., reports of. Sec. 3512. 137 
 
 Of consolidated insurance companies. Sec. 3673 215 
 
 Of insurance companies other than life, election of. Sec 3636 197 
 
 Stock, record of to be dept by. Sec. 3254. 19 
 
 DISPATCHES— 
 
 Telegraph company must receive and transmit. Sec. 3462. 
 
 (Note) 118 
 
 Telegraph company need not receive, when. Sec. 3464 119 
 
 Telegraph company must forward, when. Sec. 3463 119 
 
 Penalty for not transmitting or delivering. Sec. 3465. (Note)...'. 119 
 
 DISSOLUTION OF CORPORATIONS— 
 Creditors — 
 
 Duties of. Sec. 5662 310 
 
 Meeting of, to be held. Sec. 5663 310 
 
 Dissolution — 
 
 Actions not to abate, by. Sec. 5679. (Note) 315 
 
 Cause for. referred to referee. (Form 124. ) Sec. 5654 308 
 
 Directors may settle affairs upon. Sec. 5675. (Note) 314 
 
 Hearing before icferee, and report. Sec. 5655 309 
 
 Judgments, not affected by. Sec. 5680.^ 316 
 
 May be petitioned for, when. (Form 122.) Sec. 5651 307 
 
INDEX. 403 
 
 Dissolution of Corporations— CoraimMec?. ^^^' 
 
 May be petitioned for by one-filth of stockholders. Sec. 5673 313 
 
 May be decreed, and receiver appointed, when. Sec. 5656 309 
 
 May be by surrender of charter, when. Sec. 5674 , .313 
 
 Modes of Sec. 5651. (Note) 3^7 
 
 Dissolved corporation — 
 
 Action may be prosecuted by. Sec. 5683. (Notel 316 
 
 Error, proceedings in. Sec. 5686 317 
 
 Judgment against may be revived. Sec. 5685 317 
 
 May be sued in corporate name. Sec. 5684 317 
 
 Dividend — 
 When may be made. Sec. 5668 312 
 
 Ouster not retroactive, when. (Note) 307 
 
 Petition for — ■ 
 
 "What must contain. (Form 122.) Sec. 5652 308 
 
 How to be verified. (Form 123.) Sec. 5653 308 
 
 What notice of to be given, and order made. Sec. 5654 308 
 
 Transfer, after filing, void. Sec. 5661 310 
 
 Receiver — 
 
 Accountof to be made to court. So. 5670 312 
 
 Compensation of. Sec. 5665 311 
 
 Duties of. Sec. 5660 310 
 
 Duty of to collect unpaid subscriptions. Sec. 5659. 309 
 
 Duties of, further. Sec. 5672 313 
 
 How to distribute assets. Sec. 5667 311 
 
 May cancel continji'^nt contracts. Sec. 5664 311 
 
 Powers of Sec. 6658 309 
 
 Subject to control of court. See.5669 312 
 
 Toretain certain money, when. Sec. 5666 311 
 
 Who may be appointed. (Form 125.) Sec. 5657 309 
 
 Referee — 
 Report of, on receiver's account. Sec. 5671 312 
 
 Trustees — 
 
 May be appointed on dissolution, when. S»c. 5676 315 
 
 Mast be appointed on petition filed. S 'c. 5677 315 
 
 Powers of in such cases, Sec. 5678 315 
 
 Personally liable for abuse of trust. Sec. 5282 316 
 
 Title of real estate passes to. Sec. 5681 316 
 
 May be appointed by directors to settle affairs. Sec. 5687 317 
 
 Duties in such cases, and removal. Sec. 5688 318 
 
 DIVIDENDS— 
 
 May be stipulated for in preferred stock. Sec. 3263 25 
 
 Should be paid from jrofin only. (Note) 19 
 
 Of life insurance company, when may be paid. Sec. 3602 178 
 
 DOCK COMPANIES— 
 
 Powers of (Form 73.) Sec. 3840 290 
 
 DUES FROM corporation- 
 How secured. Sec. 3 ' ^ 
 
 ELECTION OF DIRECTORS AND TRUSTEES- 
 
 By minority at adjourned meeting, when invahd. (Note) 16 
 
 Noticeof. (Form 11.) Sec. ■3244. 14 
 
 How conducted. Sec. 3245 •••••••• |^ 
 
 May be had though property sold by receiver. (Note) ■■ lb 
 
 When held. Sees. 3240-3246 .• ■• •■•••• "-IS 
 
 Of insurance companies other than life. Sec. 3636 U' 
 
404 INDEX. 
 
 Page. 
 
 Election op Directors and Trustees— Continued. 
 
 Of ponsolidated insurance companies. Sec. H673 215 
 
 ELECTRIC LIGHT AND POWER COMPANIES. (Form 51.) 
 
 May contract with municipality. Sec. 2 304 
 
 Powers of. Sec. 1 303 
 
 ELEVATOR COMPANIES— 
 
 Powers of. (Form Y4.) S'>c. 3841 290 
 
 Stock ill, may be taken by railroad companies, when. Sec. 3842... 290 
 
 ENDOWMENT FUND SOCIETY. (Form 98.) Sees. 3784-6 251 
 
 EXPRESS COMPANY— 
 
 Articles ot incorporation. (Form 66.) 
 FARM LABORER'S ASSOCIATION. (Form 110.) 
 
 Attorney-general to report condition of Sec. 3847 292 
 
 Consolidate, how two may. Sec. 8846 291 
 
 May maintain libraries and museum. Sec. 3848 292 
 
 Must report to attorney-general. Sec. 3845 291 
 
 Power to hold real estate limited. Sec. 3843 291 
 
 What investment may be made by. Sec. 3844 291 
 
 FAST DRIVING,OR RIDING ON BRIDGES, penalty for. Sec. 3487... 1.30 
 
 FEES ON APPRAISAL OP TURNPIKE RO.\D. Sec. 3502 135 
 
 FEES ON ARTICLES OF INCORPORATION. Sec. 148a 324 
 
 FENCES OBSTRUCTING TURNPIKE, when removed. Sec. 3515.... 138 
 
 FERRY COMPANIES, powers of. (Form 75.) Sec. 3849 292 
 
 FERTILIZING COMPANY, articles of incorporation. (Form 68.) 
 FIRE INSURANCE COMPANY. See Ins. Cos. gthee than Life. 
 FIREMEN'S RELIEF ASSOCL\TION, (Form 109.) 
 
 Election of directors, etc. Sec. 3850 292 
 
 Powers of, generally. Sec. 3851 293 
 
 Power to acquire property and make loans. Sec. 3852 293 
 
 FISHERY COMPANIES, powers and privileges of. (Form 62.) See. 
 
 3853 293 
 
 FORECLOSURE— 
 
 Of mo^'tgage on turnpike. Sees. 3493-4 132 
 
 FORFEITURES— 
 
 Of membership, how ascertained. (Note) 11 
 
 Of franchise of mutual protection association. Sec. 3630c 191 
 
 By hydraulic companj-, release from. Sec. 3564 ■. 153 
 
 FORMS 327 
 
 Acknowledgment — • , Form, 
 
 Of articles of incorporation No. 2 
 
 Of mortgage by corporation No. 33 
 
 Affidavit — 
 
 On petition for dissolution No. 122 
 
 Verifying pleading No. 42 
 
 Articles of incorporation — 
 
 For an abstract company No. 86 
 
 For an agricultural society Nos. Ill, 112 
 
 For an art gallery, etc No. 104 
 
 For an avenuecompany No. 69 
 
 For a bank undergeneral laws No. 94 
 
 For a bank under free-banking act No. 95 
 
INDEX. 405 
 
 Forms — Continued. 
 
 For a benevolent society. No. 106 
 
 For a board of trade No. 120 
 
 For a bowliflgclub No. 114 
 
 For a bridge company No. 61 
 
 Pora buildini; and loan as.soeiation No. YO 
 
 For a carriage manufacturing company No. 47 
 
 For a cemetery association No. 118 
 
 For a children's home No. 10.5 
 
 For a church society No. 97 
 
 For a co-operative trading company No. 71 
 
 For a collateral loan company No. 93 
 
 For a common carrier company No. 72 
 
 For a company for improving navigable stream No. 64 
 
 For a company for preserving bodies No. 117 
 
 For a company in which votes are limited No. 35 
 
 For a dock company No. 73 
 
 For a driving park association No. 91 
 
 For an electric light and )'0wer company No. 51 
 
 For an elevator company No. V4 
 
 For an endowment fund fau, \e\y No. 98 
 
 For an express company No, 66 
 
 For a farm laborers' association No. 110 
 
 For a ferry company No. 75 
 
 For a fertilizing company Ni. 68 
 
 For a fire insurance company No. 53 
 
 For a firemen's relief association No 109 
 
 For a fishery company No. 62 
 
 For a fruit company , No. 80 
 
 For a furniture manufactiirinc; company Nn. 48 
 
 For a gas company No. 83 
 
 For a historical society No. 102 
 
 For a home for aged women No. 107 
 
 For a hotel company No. 67 
 
 For a humane society No. 108 
 
 For a hydraulic company Nn. 60 
 
 For an ice company No. 89 
 
 For a law school No. 101 
 
 For a library association No. 103 
 
 For a life insurance compiiuY No. 52 
 
 For a literary society No. 100 
 
 For a lodge No. 106 
 
 For a magnetic telegiapli (ompany No. 81 
 
 For a magnetic telephone company No. 82 
 
 For a manufacturing company Mo. 1 
 
 For a m;<rkei-house conipunj' Nn. 76 
 
 For 11 mining company No. 50 
 
 For ii missionary Kiciny Nn. 96 
 
 For a music society No. 115 
 
 For a mutual aid as.-ociation ■■•■•■ No. 36 
 
 For a mutual proteeiion association > No. 54 
 
 For an omnib\is company Nu. 6.) 
 
 For an opera-house company No. 87 
 
 For an orphan asylum No. 105 
 
 For a park, I'Ond, or rink company Nu. 63 
 
 For a pharmaceutical association No. 119 
 
406 INDEX. 
 
 Form. 
 Forms — Continued. , 
 
 For apipe-line company No. 88 
 
 For a principal organization over Bubordinate organizations No. 121 
 
 For a publishing company No. 49 
 
 For a railroad company No. 55 
 
 For a religious society No, 97 
 
 For a safe deposit and trust company Nn, 90 
 
 For a savings and loan association No. '.I'l 
 
 For a school No, 511 
 
 For a sewerage company No, "7 
 
 For a shooting club No. IK! 
 
 For a social club No, llii 
 
 For a stock yard company No. 78 
 
 For a storage or warehouse company No. 59 
 
 For a street railway company No, 56 
 
 For a telephone company No. 82 
 
 For a transportation company • No. 79 
 
 For a turnpike or plank-road company No.» 85 
 
 For a union depot company No, 57 
 
 For a vocal society No. 115 
 
 For a water company.....^. No. 84 
 
 For a wrecking company No. 58 
 
 Assignment by corporation ■■ No. 44 
 
 Eesolution authorizing No. 43 
 
 Bond — 
 
 Of officers.. No. 16 
 
 Of corporation, secured b.y mortgage No. 32 
 
 Of corporation, un.'ieourpd No, 40 
 
 Building and Loan Association — Increase oj stock oj 
 
 Certificate to be filed with secretary of state No, 41 
 
 Rpsolution authorizing No, 41 
 
 By-laws — 
 
 Of corporation for profit No, 18 
 
 Providing for lien on stock,, No, 19 
 
 Certificates — ■ 
 
 Adding to purposes and objects of corporation No. 37 
 
 Accepting provisions of statute Xo. 38 
 
 Of amendment to articles of incorporation. No, 34 
 
 Of county clerk on articles of incorporation.., No 3 
 
 Of secretary of state on copy of articles No, 4 
 
 Of incorporators that ten per cent is subscribed No. 8 
 
 Of common stock No. 21 
 
 Of preferred stock No, 22 
 
 Of reorganization of railroad companies No 45 
 
 Of action authorizing preferred stock No, 23 
 
 Of stock, reserving a lien, No. 24 
 
 Oi increase of stock, to be filed with secretary of state No, 29 
 
 Of increase in building and loan association No, 41 
 
 Of reduction of stock, to be filed with secretary of state No. 30 
 
 Dissolution — 
 
 Petition No. 122 
 
 Order, appointing referee. No. 124 
 
 Decree, appointing receiver No. 125 
 
 Increase of capital stock — 
 
 Notice of meeting of stockholder.^, No. 29 
 
 Waiver of ."-ucli ii'iiici', ;'nil fon^en',. No, 29 
 
INDEX. 407 
 
 Form. 
 Forms — Continued. 
 
 Certificate of action, to be filed with secretary of state No. 29 
 
 Loan — 
 
 Resolution' of stockholders authorizing No. 39 
 
 Resolution of directors, prescribing terms No. 40 
 
 Minutes— 
 
 Of first stockholders' meeting. No. 13 
 
 Of first directors' meeting No. 15 
 
 Mortgage— 
 
 Resolution by stockholders, authorizing No. 31 
 
 Resolution by directors, prescribing terms No. 32 
 
 Mortgage No. 33 
 
 Notices — 
 
 Of opening books for subscriptions to stock No. 5 
 
 Of holding first stockholders' meeting No. 11 
 
 Of sale of stock for delinquent assessments No. 27 
 
 Of meeting of stockholders to increase stock. No. 29 
 
 Oath— 
 
 Of directors and trustees.. No. 14 
 
 Pledge — 
 
 Of stock as collateral security No. 25 
 
 Of warehouse receipt as collateral security. No. 26 
 
 Power of attorney — 
 
 To transfer stock No. 28 
 
 Proxies — 
 
 Conferring general authority No. 9 
 
 Conferring limited authority No. 10 
 
 Records. See Minutes. 
 
 Seduction of capital stock — 
 
 Written consent thereto No. 30 
 
 Motion providing for No. 30 
 
 Certificate to be filed with secretary of state No. 30 
 
 Eegulations— 
 
 Of corporation for profit No. 17 
 
 Of corporation not for profit No. 20 
 
 Railroad companies — 
 
 Certificate of reorganization No. 45 
 
 Consolidation No. 46 
 
 Su b scrip tion — 
 
 To capital stock No. 7 
 
 Verification - 
 
 By corporation .• No. 42 
 
 Waivers — 
 
 Of notice of opening book.s for subscriptions.. No. fi 
 
 Of notice of holding first stockholders' meeting No. 12 
 
 Of iioiice of holding meeting to iiicreaht; stock.. No. 29 
 
 Page. 
 
 FRANCHISE, not matter of contract or sale. (Note) JO 
 
 When forfeited by non-user. (Note) 10 
 
 FREE BANKING COMPANY— 
 
 Authorized. (Form 95.) Sees 1 and 2 271 
 
 Certificate to be made by company. Sec. 2.. 271 
 
 Certificate of authority from state. Sec. 5 272 
 
 Directors, term of office. Sec. 15 274 
 
 Dividends, when declared, etc. Sec. 23.. 276 
 
408 INDEX. 
 
 Page. 
 
 Pkee Banking CouvAtiY-^OonUnued. 
 
 Dividends, when unlawful Sec. 38 • 279 
 
 Elections, who may vote. Sec. 13 274 
 
 Embezzlement by officers, etc., penalty. Sec. 30. 278 
 
 Indebtedness not to exceed capital paid in, except. Sec, 20 275 
 
 Liabilities, specified and limited. Sec. 25 277 
 
 Loans, when prohibited. Sec. 19 275 
 
 Money, can not issue. Sec. 17.... 275 
 
 Money, U. S. bonds equivalent to. Sec. 19 275 
 
 Notes, uncurrent not to be paid out. Sec. 26 277 
 
 Notes, to whom payable. Sec. 27 277 
 
 Officers, and who eligible. Sec. 14 274 
 
 Penahy for violation of act. Sec. 29 278 
 
 Powers of Sec 10.. 272 
 
 Stock, amount of. Sec. 3,. 272 
 
 Stock, sixty per cent to be paid in. Sec. 4 272 
 
 Stock, is personal property. Sec. 11. 273 
 
 Stock, no lien on to be taken as security. Sec. 12.. 273 
 
 Stock, not to be withdrawn. Sec. 22 276 
 
 Stockholders, limit of liability. Sec. 40. 279 
 
 Stockholders, list of to be filed. Sec. 43 280 
 
 Void transactions, defined. Sec. 28 277 
 
 FURNITURE COMPANY, articles of incorporation. (Form 48.) 
 
 FRUIT COMPANY, articles of incorporation. (Form 80.) Sec. 3883. 303 
 GAS AND WATER COMPANIES. (Forms 83 and 84.) 
 
 Can not compete till authorized by vote, etc. Sec. 3551. (Note)... 149 
 
 May extend pipes beyond city. Sec. 3552 149 
 
 May shut off gas, when. Sec. 3559. 151 
 
 Mea.'iure for gas. Sees. 3553-5 , 150 
 
 Merchantable gas, what is. Sec. 3557 150 
 
 Meier — 
 
 Requisites of, and penalty. Sec. .3554 150 
 
 How and when tested. Sec. 3556. 150 
 
 May be inspected by agents. Sec. 3558 151 
 
 Tampering with, penalty for. Sec. 3560 152 
 
 Meier prover — 
 
 To be furnished by company. Sec. .3561 152 
 
 Powers of, generally. Sec. 3550. (Note) 149 
 
 Natural gas companies, rights of. Sec. 3561a, 152 
 
 HALL, etc., not to be used without certificate as to egress, etc. Sec. 
 
 7010 322 
 
 HISTORICAL SOCIETY, articles of incorporation for. (Form 102.) 
 HOME FOR AGED AND INDIGENT WOMEN, powers of. (Form 
 
 107.) Sec. 3881 303 
 
 HORSE THIEVES, society for detection of Sec. 3709a 224 
 
 HOTEL COMPANY, articles of incorpora'tion for. (Form 67.) 
 HUMANE SOCIETIES. (Form 108.) 
 County societies — 
 
 A^junta may be appointed to enforce law. Sec. 3718 227 
 
 Agents and officers, police powers of. Sec. 3720. 229 
 
 Cruelty may be prevented by inspection. Sec. 3719 228 
 
 Cruelty, conviction of employe for, no bar to action against princi- 
 pal. S.-c. 3724 230 
 
 Cruelty, persuii (.uilty of is liable for damages. Sec. 3723 230 
 
INDEX. 409 
 
 HumaVe Societies— Core;!in«ecZ. 
 
 Cruelty, examination in proceedint;a to prevent, and penalty. Sec. 
 
 3V19ii. 228 
 
 Interpretation ot certain woi-ds. See. 3721 229 
 
 Neglect, any pn-son may protect animal from. Sec. 3725 230 
 
 Officers to be appointed. Sec. 3717 227 
 
 Police, may be called upon by member to act. Sec. 3722. 229 
 
 Police, powers of wlien animal past recovery. Sec. 372oa 231 
 
 Prosecution, what tribunal has jurisdiction, and proceedings. Sec. 
 
 3718a 227 
 
 Incorporators — 
 
 Seven required. (Form 108.) Sec. 3715.. 226 
 
 Proceedings by for incorporation. Sec. 3716 226 
 
 Ohio stale socieiij — 
 Powers of. Sec. 3714 226 
 
 HYDRAULIC COMPANIES— 
 
 Articles of incorporation. '(Form 60.) 
 
 Foreclosure, what provisions Hpplieablo. Sec. 3570 155 
 
 Forfeiture, what companies released from. Sec. 3.564 153 
 
 May borrow money and make mortgage. Sec. 3.565 154 
 
 May consolidate, when and how, Sec."!. 356(1, 3567 and 3568 1 J4 
 
 May appropriate land. Si c. 3563 15,5 
 
 May enter on land fir survey, and powers (;enerally, Si-c. 3562 153 
 
 Water, not to Wi.lidraw, wl.uu. S^u. 3569 155 
 
 ICE COMPANY, articles of incorporation. (Form 89,) 
 
 IMPROVEMENT NOT AT SINGLE PLACE, how described in ar- 
 ticles of iucurporaii.^11. Sec. 3237 8 
 
 IMPROVEMENT OF NAYIOABLB STREAMS. Suo Streams. 
 
 INCLINED PLANE RAILWAYS— 
 
 Powers of. Sec. 3444 113 
 
 Street crossings of Sec. 3445 113 
 
 INCORPORATORS— 
 
 Liable if ten per cent not paid when certified. 3244 15 
 
 Shall act as iLspectors of election of directors. Sou. 3245 15 
 
 INCREASE OP CAPITAL STOCK— 
 
 Agreement to take shares enlorcible, though whole stock not taken. 
 
 (Note) 24 
 
 How made. (Form 29.) Sees. 3262 and 3263........ 24 
 
 Irregularities in proceedings do not affect subscription. (Note).... 24 
 
 Of insurance companies other than life. Sec. 3647 202 
 
 Of life insurance company. Sec, 3592 174 
 
 Of turnpike company. Sec. 3505 136 
 
 Of turnpike company in certain c,i.-<es. Sees. 3524-5 141 
 
 INDICTMENT, proceedings on. Sec. 7231 322 
 
 INSTITUTIONS OF LEARNING. See Colleges. 
 
 INSURANCE COMPANIES- 
 
 Accident companies authorized, and powers of Sec. 3670 214 
 
 Can not be incorporated under sec. 3235. (Note) 6 
 
 Cancellation oj policy — 
 
 May be demanded by assured. Sec, 3G64 213 
 
 Rates for cash policies. Sec. 3665 213 
 
 Rates for mutual companies. Sec. 3666 213 
 
 Rates when premium paid in installments. Sec. 3667 213 
 
410 INDEX. 
 
 Page. 
 Insurance Companies — Continued. ' 
 
 License may be revoked for overcharge on. Sec, 3669 214 
 
 Foundation and cellar walls not covered by policy. Sec. 3691 218 
 
 Premium note not negotiable. Sec. 3668 214 
 
 Consolidation of companies — 
 
 When .authorized. Sec. 3671 214 
 
 How stock distributed. Sec. 3672 215 
 
 Directors of new company, election of. Sec. 3673 215 
 
 Capital stock limited to aggregate of consolidating companies. See. 
 
 3674 21.0 
 
 Certificate of, to be filed with secretary of state. Sec. 3675 216 
 
 Insurance companies other than life — 
 
 Accumulations, how may be invested. Sec. 36.38 19>< 
 
 Agent of company, when solicitor held to be. Sec. 3644 202 
 
 Annual reports, what to contain. Sec. 3654 205 
 
 Annual reports, special statement, and penalty. Sec 3655 207 
 
 Articles of incorporation, to be approved by attorney-general. 
 
 (Form 53.) Sec. 3632 196 
 
 Articles of incorporation, to be recorded, and copy deposited with 
 
 superintendent. Sec. 3633 196 
 
 Bonds of, by whom may be approved. Sec 3685 216 
 
 By-laws and regulations, must be approved by commissioner of in- 
 surance. Sec. 3642 200 
 
 Capital, amount required. Sec. 3634 196 
 
 Capital, how must be invested. Sec. 3637 198 
 
 Directors, election of. Sec. 3636 197 
 
 Dividends, when maybe made. Sec. 3648 202 
 
 Dividends in stock companies must be applied on stock, how. Sec. 
 
 3662 212 
 
 Examination to be made by superintendent, when. Sec. 3640 199 
 
 Investments, further limilations on. See. 3039 199 
 
 Liability, extent of under policy. Sec. 3643. (Note) 201 
 
 Lightning, may insure against loFS by. 3641a 200 
 
 Polices and other contracts, how to be executed. Sec. 3645. 
 
 (Note) 202 
 
 Policies, may be required by assured to be canceled. Sec. 3664. 2l:i 
 
 Powers of, generally. Sec. 3641 200 
 
 Real estate,' what inay be held. Sec. 3649 , 203 
 
 Removal of property without notice avoids policy. (Note) 201 
 
 Stock, how transfer inud^. See. 3646 202 
 
 Stock, how increased. Sec. 3647 202 
 
 Stock company, what policy shall coiitaiir. Sec, 3653 205 
 
 Subscription to stock must be written and muluallv binding. Sec. 
 
 3635. (Note) '. 197 
 
 Subscription to stock verbnl, when void. Sec. :i635. (.Note) 197 
 
 Foreign insurance companiiis other than life — 
 Annual s;atemenfs to be filed finiilar to home companifs. Sec. 
 
 3661 211 
 
 Asset,'*, (inly those admitted by superintendent, to be advertised. 
 
 Sec. 3661a 211 
 
 Assets, penalty for advertising excluded. Sec. 3C6lb 212 
 
 Capital, how much must have. Sec. 3656. (NoteJ 20^ 
 
 License must be obtained from superintendent. Sec. 3656 2()^ 
 
 License may be revoked, when. Sec. 3659 210 
 
 Mandamus, can not procure admission by, when. Sec. 3656. (Note) 20S 
 
 Must file waiver as to process, etc. Sec. 3657 209 
 
INDEX. 411 
 
 Page. 
 Insurance Companies — Continued. 
 
 Must file copy of charter, etc., with saperintendent. Sec. 3658 209 
 
 Securities, to be deposited with superintendent. Sec. 8660 210 
 
 Mutual insurance companies other than /i/e — 
 
 Assessments for losses and expenses, how made. Sec. 3650 204 
 
 Assessments, how payments enforced. Sec. 3651 204 
 
 Assessments and notice, how proved. Sec. 3652 205 
 
 Examination of, when may be made by court. Sec. 3683 216 
 
 Examiners, powers of Sec. 3684 216 
 
 Lien, may have for premium notes, and how secured. Sec. 3663... 212 
 
 Policies, what kind may be issued, and contents. Sec. 3653 205 
 
 Mutual protection, associations — 
 
 Assessments can not be made in advance. (Note) 218 
 
 Annual statement, what to contain. Sec. 3690 218 
 
 By-laws and constitution to be adopted. Sec. 3690. (Note) 218 
 
 Certificate of organization, what to contain. (Form 54.) See. 3687. 217 
 Certificate of organization, certified copy of, evidence of incorpora- 
 tion. Sec. 3688 217 
 
 May be formed, by whom. Sec. 3686 216 
 
 Powers of, and election of officers. Sec. 3689 217 
 
 Profit — can not beorganized for. (Note) 218 
 
 Life insurance companies — 
 
 Actions by and against, authorized. Sec. 3601 177 
 
 Annual reports, what to contain. Sec. 3603 178 
 
 Application in cipher, void. Sec. 3624 186 
 
 Application, when false answer in material. Sec. 3625. (Note)... 186 
 
 Application, copy to be furnished; eiFect of failure. Sec. 3622 1S5 
 
 Articles of incorporation, what to contain. (Form 52. 1 Sec. 35K8... 173 
 Articles of incorporation, must be approved by attornej-jieneral. 
 
 Sec. 3589 173 
 
 Bn.si'. ess, what may be conducted. Sec. 3596 175 
 
 Bu.-iiness, what required before doing. Sec. 3604 89 
 
 Capital must all be paid in and invested. Sec. 3591. (Noie) 174 
 
 Defenses, when company estopped from claiming, ^ec. 3626. 
 
 (Note) • ., 186 
 
 Defenses to policy, circumstances not creating. Sec. 3628. (Note) 97 
 
 Dividends, when maybe paid. Sec. 3602 178 
 
 Husband mny insure to limited amount for benefit of wife and chil- 
 dren. Sec. 3628. (Note) 187 
 
 Husband, subsequent statemenis of. Sec. 3628. (Note) 187 
 
 Investment of accumulations. Sec. 3598 -•. 176 
 
 May increase canital stock. Sec. 3592 ~ ■ 174 
 
 May commence business, when. Sec. 3595 175 
 
 May reinsure risks, when. Sec. 3597 176 
 
 Policy, holder of may demand copy of application. Sec. 3621 185 
 
 Policy to be accompanied bycopv of application. Sec. 36^3 185 
 
 Policy procured to defraud creditors, how farexempt. Sec. 3629... 187 
 
 Provisions applicable to all companies. Sec. 3627 187 
 
 Purchase of property, effect if unauthorized. Sec. 3587. (Nmej... 172 
 Purpose, what ccirporation may be f.rmed for. Sec. 3587. (Nine). 172 
 
 Real estate, what may be acquired. Sec. 3599 177 
 
 Real estate, when must be sold within two years. Sec. 3600 177 
 
 Securities to be deposited with superintendent of insurance. Sec. 
 
 359.3. (Note, page 175) ■ 174 
 
 Securities may be exchanged and interest collected. Sec, 3594 175 
 
 Securities, how much must be invested in. Sec. 3605 89 
 
412 INDEX. 
 
 Page. 
 Insurance Companies— ConWnuec?. 
 
 Subscriptions, notice of opening books for. Sec. 3590 174 
 
 Subscriptions, notes and mortgages given for construction put 
 
 upon. Sec. 3591. (Note) 174 
 
 Wife may insure husband's life. Sec. 3629 187 
 
 Wife, as to husband's insurance, regarded as feme sole, when. Sec. 
 
 3628. (Note) 187 
 
 Foreign life insurance companies— 
 Agent must be appointed lu receive Fervice. S^cs. 3610, 3617. ..181, 184 
 
 Agent, who is, for receiving service. S^c. 36IH 184 
 
 Annual statement to be filed by. Sect.. 3608, 3611 181, 182 
 
 Annual statement to be accompanied b3' supplemental statement. . 
 
 Sec. 3612 ■■ 182 
 
 Annual statement, penalty for not making Sec. 3615 183 
 
 Assets, what suSicieut for mutual company. Sec. 3604..- 89 
 
 Assets, $100,000 must be invested in securities. Sfc. 3605..-. 179 ' 
 
 Authority for procuringinsurance — evidence of' Sec. 3614 183 
 
 Charter, must file copy of with superintendent.. See. 3606 180 
 
 License must be procmed and certain provisions complied with. 
 
 Sec.3604. (Note) 179 
 
 License maybe withdrawn, when. Sec. 3620 ■ • Ib5 
 
 License may be renewed if statement satisfactory. Sees. 3609, 
 
 3613 181,183 
 
 License, duration of. Sec. 3616 * 183 
 
 Must file waiver as toproces.'. Sec. 3607 180 
 
 Must make deposit, how. Sec. 3610 181 
 
 Provisions prescribed beforedoing business. Sec. 3604 179 
 
 Provisions, failure to comply with does not avoid policv.. Sec. 3604 
 
 (Note) ■. : 179 
 
 Securities, may exchange and collect interest on. Sec. 3619 184 
 
 Si»rvice, how made upon company. See. 3617 184 
 
 Mutual aid associations — 
 
 Action against, where and how to be brought. Sec 3G30f 193 
 
 Annual statements of, what to contain. Sec. 3630a 189 
 
 Annual statements of, when to be filed. Sec, 3630h 191 
 
 Annual statements, failure to file, penalty. Sec. 3630c 191 
 
 Articles of incorporation. (Form 36.) 
 
 Authorized for what purpose. Sec. 3630. (No-e, pages 188. 193). IS,s 
 
 Beneficiary can not be a stranger, (Note) 189 
 
 Bond must be given by agent and treasurer. Sec. 3631 194 
 
 By-laws of, determine rights of members. (Note) 188 
 
 Examination, how to be made bv superintendent. Sec. 3li30d 192 
 
 Exemption of certain associations from compliance with certain 
 
 sections. Sec. 8 194 
 
 Expenses, how paid. Sec. 3630h 194 
 
 Foreign association may do business here, under whiu rules. S'^c. 
 
 3630e ; 192 
 
 Ouster for abuse of franchise. (Note) 191 
 
 Payment can be made only to family or heirs. See. 3630. (Note)-.. 188 
 
 Payment may be controlled by will, when. Sec. 3630. (Nofei 1S8 
 
 Policy not to be issued to certain persons; penalt.. . Sec. 3630g 193 
 
 Superintendent of insurance — 
 
 Appointment, etc. Sec. 266 162 
 
 Bond and oaih to be filed by. Sec. 267 163 
 
 Certificate of, what to contain. S e. 284 169 
 
 Certified copies by, evidence equally with originals. Sec. 271 163 
 
INDEX. 413 
 
 Pag:e. 
 Insukance Companies — Continued. 
 
 Certificate from, to be published annually. Sees. 276, 284 16C, 169 
 
 Clerks of, duties and powers of. Sec. 269 lij'i' 
 
 Discontinuance of business by life company, duty of superintend- 
 ent. Sec. 286 ITO 
 
 Dissolution of company, when supermtendent may institute pio- 
 
 ceedings for. Sec. 275 165 
 
 Duty of to enforce insurance laws. Sec. 268._ (Note) 163 
 
 Duty of as to unsound company. Sec. 274 164 
 
 Duty of as to mutual insurance company. See. 276 166 
 
 Examination, to make annually and at other times. Sees. 272-H... 1G4 
 Examination, insurance companies other than life, how made. See. 
 
 3640 ■ ■•■• 199 
 
 Examination of mutual protection associations, how made. Sec. ■ 
 
 3630d ...... 192 
 
 Expenditures, how paid. Sec. 270 16:? 
 
 Fees to be paid by companies. Sec. 2-<2 J68 
 
 Foreign company must appoint agent here ai.d file authority with 
 
 superintendent. Sec. 285. '. 169 
 
 Foreign company, what provisions applicable to. Sec. 287 170 
 
 Forms to be furnished to companies annually. Sec. 2S0 167 
 
 License from, required before dbirio; insurance business. See. 283.- 169 
 
 License from, may be revoked, when. . See. 277 166 
 
 Life company, duty of superintendent on discontinuinjj business. 
 
 Sec. 286 .: .^ 170 
 
 Mandamus, when cannot be compelled by to admit company. Sec. 
 
 36.i6. (Note) 208 
 
 OfBce to be in state house. Sec. 270 163 
 
 Penalty for violation of insurance laws. See's, 288-9 171 
 
 PoUcies, etc., to be valued annually. Sec. 27!) 167 
 
 Powersof. Sec. 271 " 163 
 
 Report to be made annually, and record kept. Sec. 278 -. 166 
 
 Securities to be deposited with treasurer of state. Sec. 281 168 
 
 Unlawful to do business with permit from. Sec. 289 171 
 
 Unsound companies, duty of superintendent as to. Sec. 274 164 
 
 LAW SCHOOL, articles of incorporation. (Form 101.) 
 
 LEARNING, institutions of. See Colleges. 
 
 LIABILITY— 
 
 Of stockholders, in amount equal to stock. Sec. 3258 22 
 
 Of stockholders, how enforced. Sec, 3260 • 23 
 
 Of stockholders, howimposed. (Note) 22 
 
 Of stockholders, when statute af limitations begins. (Note) 22 
 
 Of companies forming union depot company, Sec. 3451 115 
 
 Of trustees for debts of corporation, S-c, 3261 24 
 
 LIBRARY ASSOCIATIONS, articles of incorporation for. (Form 103.) 
 
 LIEN ON STOCK— 
 
 By-laws providing for. (Form 19.) 
 
 Certificate reserving. (Form 24.) 
 LIFE INSURANCE COMPANIES. See Ivsurance Companies. 
 LIMITATION. See Stockholders. 
 LITERARY SOCIETY, articles of incorporation for. (Form 100.) 
 
 Bflfeotof usurious interest charged. (Note) 21 
 
414 INDEX. 
 
 Page. 
 Loan — Continued. 
 
 May be made by corporation to amount of capital stock. (Form 39.) 
 
 Sees. 3256-7 21 
 
 Vote on shall beyeaand nay, and recorded. Sec. 3257 21 
 
 See Collateral Loan Companies. 
 LODGES. See Benevolent Societies. 
 MAGNETIC TELEGRAPH AND TELEPHONE COMPANIES— 
 
 Appropriation by, wbeii may be naade. Sec. 3456 116 
 
 Appropriation by, limitations. Sees. 8457-8 117 
 
 Appropriation, proceedings when land held by another corporation. 
 
 Sec. 3458-9 : 117 
 
 Appropriation, proceedings when lands in several counties. Sec. 
 
 3460. 118 
 
 Appropriation, proceedings when land subject to public easement. 
 
 Sec. 3461 118 
 
 Articles of incorporation for. (Form 81.) 
 
 Can not have exclusive right of way. Sec. 3455 116 
 
 Consolidation of companies, conditions of Sec. .3470 121 
 
 Construction, and powers of (Form 81.) Sees. 3455-6 116 
 
 Damages from nngligence can not be stipulated against. (Note)..- 118 
 
 Dispatch, must receive and transmit. Sec. 3462. (Note) 118 
 
 Dispatch, when excused from receiving. Sec. 3464 119 
 
 Dispatch, ipust forward, when. Sec. 3463 119 
 
 Dispatch, when must be mailed. Sec. 3465 119 
 
 Dispatch, penalty for not transmitting or delivering. Sec. 3465 119 
 
 Dispatch, contents of must not be disclosed, and penalty. Sec. 
 
 3466 120 
 
 Dispatch, for what damages liable for not delivering. (Note) 119 
 
 Dispatch, damages for negligence in transmission can not be stipu- 
 lated against. (Note). 118 
 
 Dispatch, forged, penalty for sending. Sec. 3467 120 
 
 May remove structures, when. Sec. 3468 121 
 
 Powers of Sec. 3454. 116 
 
 Repair of structures, how enforced. Sec. 3469 121 
 
 Mandamus, when performance to be enforced bv. (Note) 20 
 
 MANUFACTURING AND MINING COMPANIES. See Forms. 
 
 Further powers of certain companies. Sec. 3862. (Note) 295 
 
 Land can not be appropriated by, as by railroad companies. Sec. 
 
 3866. (Note) 297 
 
 May be consolidated, how. Sees. 3864-5 296 
 
 May extend operations, how. Sees. .3856-7 294 
 
 May take stock of transportation company. Sec. 3863 296 
 
 Must keep certain accounts. Sec. 3855 294 
 
 See also Mining Companies. 
 MARKET COMPANIES— 
 
 For what purpo-e incorporated. (Form 76.) Sec. 3858 294 
 
 May construct sewers. Sec. 3861 295 
 
 May keep streets unobstructed. Sec. 3860-. 295 
 
 Powers of Sec. 3859 * 295 
 
 MARRIED WOMEN— 
 
 When subscription binds separate estate. (Note) 13 
 
 MEASURE, for gas. Sees. 3553 and .3555 150 
 
 MEMBERSHIP IN CORPORATION NOT FOR PROFIT— 
 
 How procured. Sec. 3241 11 
 
INDEX. 415 
 
 Page. 
 Membership in Coepobation not for Profit — Continued. 
 
 How forfeiture of ascertained. (Note) 11 
 
 MINING COMPANIES. (Form 50.) 
 
 May acquire additional powers, how. Sec. .3867 297 
 
 See also Manufactubing Companies. 
 
 MINUTES OP FIRST STOCKHOLDERS' MEETING. (Form 13.) 
 Sec. 3245 15 
 
 MINUTES OP FIRST DIRECTORS' MEETING. (Form 15>. Sec. 
 3247 : 17 
 
 MISSIONARY SOCIETY, articles of incorporation. (Form 96.) 
 MONEY, may be borrowed to amount of stock. (Form 31). Sec. 
 3256 21 
 
 MORTGAGE— 
 
 Authorized, to secure loan. (Forms 31 and 33.) Sec. 3256 21 
 
 On turnpike, how foreclosed. Sees. 3493-4 132 
 
 MUSEUM, PARK, POND, AND RINK COMPANIES. (Form 63.) 
 
 May provide for reversion of stock. Sec. 3869 299 
 
 May own stock in building;, when. Sec. 1 298 
 
 Penalty for trespass on property of Sec. 3870 ... 299 
 
 Powers of Sec. 3868 297 
 
 MUSIC SOCIETY, articles of incorporation. (Form 115.) 
 
 MUTUAL AID ASSOCIATION— 
 
 For what may be formed. (Form 36). Sec. 3630. (Note) 188 
 
 MUTUAL PROTECTION ASSOCIATION. See Insurance Com- 
 panies other than Life. 
 
 NAME OF corporation- 
 How to begin and end. Sec 3236 7 
 
 NAME, change OF— 
 
 Efifect of Sec. 5857 318 
 
 Order changing, where filed and published. Sec. 3856 318 
 
 May be changed by corporation. Sec. 3238a 8 
 
 Proceedings to procure. Sec 5855 318 
 
 NATURAL GAS COMPANY. See Gas Company. 
 
 NOTE— 
 
 Given for subscriptions may waive conditions. (Note) 12 
 
 Given for subscriptions fraudulently, when valid. (Note) 13 
 
 NOTICE- 
 
 Of election of directors. (Form 11.) Sec. 3244. (Note) 14 
 
 Of election of directors and trustees. Sec. 3246 16 
 
 Of opening books for subscriptions. (Form 5.) Sec. 3242. 
 
 (Note). ...- 11 
 
 Of opening books for subscriptions to life insurance company. 
 
 Sec. 3590 .■.. 174 
 
 Of meeting to adof.t regulations. (Form 11. 1 Sec. 3251 18 
 
 Of meeting to increase stock. (Form 29.) Sec. 3262 24 
 
 Of sale of stock for delinquent installments. (Form 27.) Sec. 
 
 3253 19 
 
 Of stated stockholders' meeting not necessary. (Note) 16 
 
 NUISANCE— 
 
 Corporation may be indicted for. Sec. 6919. (Note) 319 
 
 Definition of. Sees. 6920-3, 6924-5, and 6926. (Note). ..320, 321, 822 
 
416 INDEX. 
 
 Page. 
 Nuisance — Continued. 
 
 Proceedings if abated when judgment rendered. Sec. 6919. 
 
 (Note) 319 
 
 OATH OF DIRECTORS AND TRUSTEES. (Form 14.1 Sec. 3248. 7 
 OATH IN PROCEEDINGS TO APPROPRIATE LAND FOR 
 
 STREET RAILROAD. Sec. 3442 112 
 
 OFFICERS, liable for damages from acts ultra vires. (Note) 17 
 
 OFFICERS, performance of duties of, not to be enforced by man- 
 damus. (Note) 20 
 
 OMNIBUS COMPANY, articles of incorporation. (Form 65.) 
 OPERA-HOUSE COMPANY, articles of incorporation. (Form 87.) 
 ORGANIZATION OF BOARD OF DIRECTORS AND TRUSTEES. 
 
 Sec. 3247 17 
 
 ORGANIZATION OF CORPORATION, irregularities not fatal. 
 
 (Note) 17 
 
 ORPHAN ASYLUM, articles of incorporation. (Form 105.) 
 
 PARK AND POND COMPANIES. See Museum, etc. 
 
 PAYMENT OF SUBSCRIPTIONS, how enforced. (Form 27.) Sec. 
 
 3253 19 
 
 PENALTIES— 
 
 For advertisement by insurance company of assets excluded by 
 
 superintendent. Sec. 3661b 212 
 
 Fijr cruelty to animals. Sec. 3719a 228 
 
 For detention of travelers by toll gatherer. Sec. .3486 130 
 
 For evading turnpike gates. Sec. 3479 126 
 
 For fast driving or riding over bridge. Sec 3487 130 
 
 For failure to transmit or deliver dispatch. Sec. 3465 and 3466. .119, 120 
 For failure by foreign insurance company to make statements. 
 
 Sec. 3615 183 
 
 For failure by mutual protection association to file statements. 
 
 Sec. ,3630c : 191 
 
 For failure by fire insurance companies to make certain statements. 
 
 Sec. 3655 207 
 
 For issuing policy to certain persons. See. 3630g , 193 
 
 For nuisance. Sees. 6921-3 and 6924-6 320, 321 
 
 For obstructing roads. Sec. 3488 1,30 
 
 For obstructing road.s, how recovered. Sec. .3489 131 
 
 For obstructing. turnpike by fence. Sec. 3515 138 
 
 For overcharge for freight on railroad. Sec. 3376 82 
 
 For publishing contents of dispatch. Sec. 3466 120 
 
 For sending forged dispatch. Sec. 3467 120 
 
 For taking toll if turnpike not in repair. Sec. 3483 128 
 
 For trespass on property of park company. Sec 3870 299 
 
 For unlawful possession of body for dissection. S-cs. 3763 and 
 
 3764 242, 244 
 
 For using halls, etc., without certificate as to egress, etc. Sec. 
 
 7010 322 
 
 For violation of insurance laws. Sec. 288-9 171 
 
 PETROLEUM, company for transporting. See Pipe Line Com- 
 pany. 
 PHARMACEUTICAL ASSOCIATION— 
 
 Articles of incorporation. (Form 119.) 
 PIPE LINE COMPANY. (Form 88.) Sec. 3878. (Note) 302 
 
INDEX. 417 
 
 Page, 
 
 PLANK-ROAD COMPANIES. See Turnpike Companies. 
 
 PLEDGE OF STOCK AS COLLATERAL. (Forms 25, 26.) 
 
 Pledgee as equitable owner can demand new certificate. (Note)... 20 
 
 POWERS OP CORPORATIONS— 
 
 Generally. Sec. 3239 10 
 
 Of various corporations. Sec. 3822, et seq 281 
 
 When change of avoids subscription. (Note) 13 
 
 See also the different corporations. 
 
 POWER OP ATTORNEY TO TRANSFER STOCK. (Form 28.) 
 
 PREFERRED STOCK— 
 
 Holders of are preferred creditors. (Note) 25 
 
 May be issued, when. (Forms 22, 23.) Sec. 3263 25 
 
 May stipulate for dividends, etc. Sec. 3263 25 
 
 PROFESSIONAL BUSINESS, can not be carried on by corporation. 
 
 Sec. 3235 6 
 
 PROXY, stockholders may vote by. (Forms 9, 10.) Sec. 3245 15 
 
 PUBLISHING COMPANY, articles of incorporation. (Form 49.) 
 PURPOSE OP CORPORATION, must be stated in articles. Sec. 
 
 3236 r 
 
 QUO WARRANTO— 
 
 When proceedings in may be instituted, generally. Sec. 6760 318 
 
 When proceedings in may be instituted against corporation. Sec. 
 
 6761 : 319 
 
 RAILROAD COMPANIES— 
 
 Agreement for location not void perse. (Note) 32 
 
 Articles of incorporation. (Form 55.) 
 
 Bonds may be issued by, secured by mortgage. Sec. 3286. (Note). 39,40 
 
 Branches may be consiructed, when. Sec. 3280 35 
 
 Branches, authority to build does not authorize purchase of rail- 
 road. Sec. 3280. (Note)., 35 
 
 Bridges, may be toll. Sec. 3285 , 39 
 
 Damages for breach of contract with city. (Note) 3Y 
 
 Damages for injury to street. (Note) 38 
 
 Discrimination in rates unlawful. (Note) 82 
 
 Exemption from Hxecutlon as to certain property. Spc. 3299 47 
 
 Extension of road into other states authorized. Sec 3279 34 
 
 Extension of line, how authorized. Sec. 3306 52 
 
 Forfeiture of right of way, when arises. Sec. 3414 99 
 
 Fraud of secretary in pledging slock. (Note) 20 
 
 Highway, railroad crossing must not obstruct. Sec. 3284. (Note). 38 
 
 Liability of, for wrongful acts of employe or contractor. (Nnte)... 31 
 May borrow money and .secure same by mortgage. Sees. 3287 and 
 
 3309a 40,54 
 
 May aid other railroad, when. Sec. 3300 47 
 
 May borrow money, statement thereof to be filed. Sec. 3310 55 
 
 Mortgages, priority, and practice relating to. (Note) 40-44 
 
 Mortgage covers line as changed. Sec. 3274 32 
 
 Mortgage may be made securing bond<. Sec. 3287 40 
 
 Mortgage, how may be made. Sec. 3288. (Note) 40 
 
 Mortgage, where to be recordpd. Sec. 3289 44 
 
 Powers of, generally. Sees. 3270 and 3278. (Notes, pages 
 
 40-44) 31,34 
 
 27 
 
418 INDEX. 
 
 Railroad Companies — Continued. 
 
 Real estate, what may be acquired, and how. Sec. 3282. (Note, 
 
 p. 36) 35 
 
 Road, street, etc., how right to occupy acquired. Sec. 3283 37 
 
 Securities, how may be disposed of. Sec. 3290 45 
 
 Stream, may be diverted when necessary. Sec. 3284. (Note) 38 
 
 Subscriptions, conditional. (Note) 31, 36 
 
 Subscriptions authorized, payable on completion of road. Sec. 
 
 3298 47 
 
 Terminus, how fixed in certain cases. Sec. 3271 31 
 
 Terminus or line, how may be changed. Sec. 3272-3 32 
 
 Appropriation by — 
 
 When authorized for lines, depots, etc. Sec. 3281. (Note) 35 
 
 When authorized for change of line. Sec. 3278. (Note) 34 
 
 Change of route, etc. — 
 
 When an how route may be changed. Sec. 3275 32 
 
 When an hddw location and grade may be changed. Sec. 3277 34 
 
 Damages for change of route. Sec. 3276. (Note, p. 36) 33 
 
 When land may be appropriated for. Sec. 3278. (Note) 34 
 
 Consolidation — 
 
 May take place when, and effect of. (Form 46.) Sec. 3379. (Note).. 84 
 
 May take placejwith foreign company, when. Sec. 3380 85 
 
 Proceedings to effect. Sec. 3381 86 
 
 Agreement for, how defects in cured. Seel 87 
 
 Agreement for, effect of. Sec. 3.382 87 
 
 Agreement for, certified copy is prima facie evidence of. See. 3391. 90 
 
 Directors o be elected for new company, how. Sec. 3383. (Note). 87 
 
 Property passes to new company. Sec. 3384 88 
 
 Office to bse etablished. Sec. 3385.. 88 
 
 Parallel ad cnompeting lines can not be consolidated. (Note) 85 
 
 Actions may be brought against new company. Sec. 3386 88 
 
 Action!-, c rtain proof dispensed with. Sec. 3392 90 
 
 Taxation of road, how apportioned. Sec. 3387..'. 88 
 
 Stockholders refusing to consolidate must submit to arbitration. 
 
 See. 3388 89 
 
 Judge may appoint arbitrators. Sec. 3389 ^ 89 
 
 Notice of a"bltration, how given. Sec. 3390 89 
 
 Directors — 
 
 Can not purchase securities under par. Sec. 3313 55 
 
 Liable personally to stockholders, when. Sec. ,3314 55 
 
 May be increased or diminished in number. Sec. 3294 45 
 
 May be classified at stockholders' meeting. Sees. 3295-7 46 
 
 May be classified at annual election. Sees. 3296-7 46 
 
 May dispose of securities, how. Sec. 3290 45 
 
 May elect vice-president, when. Sec. 3292 45 
 
 May elect a treasurer, when. Sec. 3293 45 
 
 May open transfer books in other states. Sec. 3291 45 
 
 Division. See Improvement and Development of Railroads. 
 
 Fare and freight — 
 
 Certain contracts prohibiled. Sec. 3368 78 
 
 Injunction granted on failure to observe certain provisions. Sec. 
 
 3371 78 
 
 Company must forward freight by line designated. Sec. 3370 78 
 
 Company must not discriminate between way and through freight. 
 
 Sec. 3372 79 
 
 Company must not discriminate against points in state. Sec. 3373... 79 
 
' INDEX. 419 
 
 Page. 
 Kailroad Companies — Continued. 
 
 Company mnslf fix rates to and from points competing with public 
 
 works. Sec. 8366 77 
 
 Discrimination in rates unlawful. (Note) 82 
 
 Overcharge — effectof. (Note) 81 
 
 Rates for passengers prescribed. Sec. H374. (Note) 79 
 
 Rates for freight prescribed. Sec. 3375. (Note) 81 
 
 Rates remain unchanged on sale of road. (Note) 80 
 
 Bates for freight, penalty for overcharge. Sec. 3376, (Note) '12 
 
 Rates for freight, exemption from limitations. Sec. 3377 82 
 
 Rates for freight on branch roads. Sec. 3378.. 83 
 
 Rates, tariff of to be published, and how changed. Sec. 3367 77 
 
 Trunk lines must not discriminate, when. See. 3369. (Note, p. 82). 78 
 Freight See Fare and Freight. 
 Improvement and development of railroads — 
 
 Cost of additions or improvements, how paid. Sec. 3 49 
 
 Company selling may purchase land, when. See. 5 50 
 
 May be aided by division of roads, when. Sec. 1 48 
 
 Partition not to be compulsory. Sec. 4 50 
 
 Proceedings when companies do not agree on division. Sec. 2 48 
 
 To what companies act to apply. Sec. 6 50 
 
 Lease — 
 
 When may be made, and security required. Sec. 3305 52 
 
 See also Purchase. 
 Police — 
 
 Badges, to be worn bj. Sec. 3430 106 
 
 Compensation of. Sec. 3431 106 
 
 Conductors have power of Sees. 3433-4-5 106 
 
 Conductors, penalty for neglect of^ duty of. Sec. 343(i 107 
 
 May be appointed by governor. Sec. 3427 '. 105 
 
 Oath of, and record of commission. Sec. 3428 105 
 
 Power of. Sec. 3429 105 
 
 Power of, when ceases. Sec. 3432 , 106 
 
 Purchase or lease of another road — 
 
 Mast be assented to by two-thirds of stockholders. Sec. 3301 50 
 
 Notice of application for arbitration, how given. Sec. 3304 51 
 
 Rates for transportation remain unchanged. (Note) 80 
 
 Stock may be sold bv dissenting stockholder, how. Sec. 3302 51 
 
 When valid. Sec. 3300 -..;•. 47 
 
 When court may appoint arbitrators. Sec.3303 51 
 
 Receiver — 
 
 Liability of, for negligence. Sec. 3415. (Note) 100 
 
 May sue and be sued without leave of court. Sec. 3415 100 
 
 May be sued, where, and service upon. Sec. 3416 100 
 
 Must apply funds, how. Sec. 34l7. (Note). 100 
 
 Must deposit funds, where. Sec. 3418 101 
 
 Regulations — 
 
 Agents and servants — tortious acts of. (Notf-) • 68 
 
 Attorney-general to enforce observance of certain sections. Sec. 
 
 3319 ■ ■ 57 
 
 Authority to bfidge canal, etc., how obtaiiieil. Sec. 331i 66 
 
 Bridges, established, when not to be disturbed. Sec. 3318 57 
 
 Bridges, proceedings to appropriate joint use of. Sec. 3365 77 
 
 Bridges, over streams, when companies may cross on same. Sec. 
 
 3364 T6 
 
 Certain persons ineligible to ofiBce or appointmeut. Sec, 3315 56 
 
420 INDEX. 
 
 Page. 
 Railroad Companies — Continued. 
 
 Certain persons ineligible, acts of void, and penalty. Sec. 3316.... 56 
 
 Color blindness — employment of persons a6fected by 107 
 
 Commissioner of railroads shall enforce certain provisions. Sec. 
 
 3350. 72 
 
 Conditional sale of road, when valid. Sec. 3378a 83 
 
 Culvert may be used for cattle-way. 3332 65 
 
 Crossings, how made and use regulated. Sec. 3333. (Note) 65 
 
 Crossings, penalty for violating regulations as to. Sec. 3335 68 
 
 Crossings, when private must be built by company. Sec, 3327 64 
 
 Crossings, when private may be built at company's expense. Sec. 
 
 3328 64 
 
 Directors personally liable to stockholders, when. Sec. 3314 56 
 
 Directors, securities sold to, under par, void. Sec. 3313 55 
 
 Dissolution, how may take place. See. 3363 76 
 
 Duty toward passengers, etc. (Note) 59 
 
 Fences and guards and crossings must be maintained by company. 
 
 Spc. 3324. (Notes, pages 59 to 63) 59 
 
 Fences may be built at company's expense, when. Sec. 3325. 
 
 (Note) 63 
 
 Fences must be kept in repair by company. Sec. 3326 63 
 
 Fences, penalty for not constructing and keeping in repair. Sec. 
 
 3331 65 
 
 Fences and crossings, when provisions relating to do not apply. 
 
 Sec. 3329 64 
 
 Fences, when company may build at land-owner's expense Sec. 
 
 3330 65 
 
 Freight trains — passengers on may be required to buy tickets. 
 
 (Note) 80 
 
 Freight ways, when and how constructed. Sec. 3355 .»... 73 
 
 Freight ways, plan of must be approved by commissioner. Sec. 3356.. 73 
 
 Heating apparatus, what required. Sec. 3351 72 
 
 Heating apparatus, penalty for not providing. Sec. 3354 73 
 
 Land coverpd by right of way, taxed to railroad company. Sec. 
 
 3321 58 
 
 Movable bridge between passenger cars required. Sec. 3347 72 
 
 Movable bridge, penalty for failing to provide. Sec. 3348 72 
 
 Movable bridge, when not required. Sec. 3349 72 
 
 Must erect sign-boards at road crossings. Sec. 3323 59 
 
 Must transport ears of other companies when. Sec. 3341 70 
 
 Negligence of (Notes, pages 59 to 63, 68, 79) - 
 
 Office, principal, must be established. Sec. 3311 55 
 
 Passenger trains must stop at certain stations. Sec. 3320. (Note) 58 
 
 Passengers can not change trains after delivering ticket. (Note). 80 
 
 Passenger cars, how to be lighted. Sec.3353 72 
 
 Right of way, when release of to be recorded. Sec. 3322 58 
 
 Right of way, how forfeited. Sec. .3414 99 
 
 Rules of railroad company to be made and publi.shed. Sec. 3334.. 67 
 
 Scrap metal, how to be sold, Sfc, 3357 74 
 
 Scrap metal, penalty for selling unlawfully. Sec. 3H58 74 
 
 Scrap, metal, what is evidence of title to Sec. 3359 74 
 
 Scrap metal, when mixture deemed confusion of aoods. Sec. 3360.. 75 
 
 Scrap metal, when company may replevy. Sec. 3361 75 
 
 Securities, can not be sold to directors under par. Sec. 3313 55 
 
 Signals to be made at road crossings. Sec. 3336 69 
 
 Signals, penalty for violation of regulatioVis as to. Sec. 3337 69 
 
INDEX. 421 
 
 Page. 
 Railroads— Continued. 
 
 Superintendent can not bind company by employing physician. 
 
 (Note) 68 
 
 Ticket, loss of obliges passenger to pay fare. (Note) 80 
 
 Ticket, remedyif wrangfully taken up. (Note) 81 
 
 Ticket, at reduced rates and for limited time. (Note) 81 
 
 Ticket, unauthorized delivery of by agent centers no title. 
 
 (Note).. 81 
 
 Time of arrival of trains to be announced, and penalty 108 
 
 Tracks may ba connected, when. Sec. 3340 J 69 
 
 Trkcks, duty of company in using. (Note) 59 
 
 Tracks, must be used in common, when. Sec. 3339 69 
 
 Tracks, penalty for obstructing laying of. Sec. 3362 76 
 
 Tracks, to be of uniform gauge. Sec. 3338 69 
 
 Ways for water, must be provided. Sec. 3342 70 
 
 Ways for water, proceedings to enforce regulations for. See. 3343. 70 
 
 Ways for water, when probate judge may let the work. Sec. 3344.. 71 
 
 Ways for water, sale of work, and proceedings. Sec. 3345 71 
 
 Ways for water, fees of officers on sale. Sec. 3346 71 
 
 Reorganization — 
 Agreement for caoitalization of indebtedness may be made by cred- 
 itors. (Form 45.) Sec. 3401 96 
 
 Agreement for capitalization, to be published. Sec. 3402 96 
 
 Agreement for capitalization, may be signed by other creditors. 
 
 Sec. 3403 • 96 
 
 Agreement for capitalization, rights of those not joining. Sec. 3404 97 
 Agreement for capitalization, effect on pending proceedings. Sec. 
 
 3405 97 
 
 Agreementfor capitalization, between whom may be made. Sec. 
 
 3406 97 
 
 Lien of mortgage, etc,, priority of. See. 3398 94 
 
 Lien of mortgage, amount to be retained by court on sale. See. 
 
 3398 c,d 95 
 
 Lien for labor, priority of. Sec. 3398a 94 
 
 Lien for labor, how enforced. Sec. 3398b 94 
 
 New company, property and powers of. Sees. 3396-7 92 
 
 Reorganization, to what companies applicable. Sec. 3399 95 
 
 Reorganization, may be agreed to by holder of stock or bonds as 
 
 fiduciary. Sec. 3408.. •••• 98 
 
 Reorganization, proceedings for, when may be had. SfC. 3393 90 
 
 Reorganization, meeting of creditors, and proceedings. Sec. 3394. 
 
 (Note) 91 
 
 Reorganization, certificate of to be filed with the secretary of state. 
 
 Sec. 3395 92 
 
 Sale of mortgaged property, how made. Sec. 3400 96 
 
 Sale or lease of road, when maybe made. Sec. 3407 97 
 
 Sale of railroad — 
 
 Conditional, how may be provided for. Sec. 3378b 83 
 
 Contracts for, not valid, when. Sec. 3378a 83 
 
 Contracts for, to be filed with secretary of state. Sec. 3378c 83 
 
 Does not divest interest of dissenting .stockholders, when. Sec. 3412 99 
 
 Private, when may be made. Sec. 3409 98 
 
 Transfer to be by deed. Sec. 3410 99 
 
 Title vests in grantee. Sec. 3413 •• 99 
 
 What consent of stockholders necessary, Sec, 3411 99 
 
 See also Judicial Sale. 
 
422 INDEX. 
 
 Pago. 
 Railroad Companies — Continued. 
 Judicial sale — 
 
 Appraisment for to be ordered by court. Sec. 3422 102 
 
 Certain roads may be sold at. Sec. 3420 101 
 
 Confirmation and deed. Sec. 342 i 103 
 
 Franchise, how acquired by purchaser. Sec. :141'J. (Note) 101 
 
 Notice of to be published, how. Sec. 3423 102 
 
 Proceeds of, how applied. Sec. 3425 103 
 
 Purchaser, wlio nmy be. Sees. 3426 and 342Gb 103, 104 
 
 Purchaser may sell road. Sec. 342Ga 103 
 
 Purchaser, title of can not be impeached for errors. See. 3420. 
 
 (Note) 101 
 
 Sale mu.st be upon petition of receiver. Sec. 3421 102 
 
 Stock — 
 
 Certificates, effect where fraudulently filled up and pledged. 
 
 (Note) 20 
 
 Increased, for what purpose. Sec. 3307 53 
 
 Increased, proceedings aulhorizing. Sec. 3308 53 
 
 Increa.'!ed, may be common or preferred, and sale. Sec. 3309 53 
 
 REAL ESTATE, corporation can not be formed for dealing in. See. 
 
 3235 6 
 
 RECEIVER— 
 
 Must be citizen of state. Sec. 3248 17 
 
 When maybe appointed. "Sec. 5587. (Note) 305 
 
 When may be appointed, on dissolution. Sec. 5656 309 
 
 On dissolution, powers of Sec. 5658 309 
 
 RECORD OP STOCK TORE KEPT. Sec. 3254 19 
 
 REDUCTION OF CAPITAL STOCK, when made. (Form 30.) Sec. 
 
 3264 25 
 
 REGULATIONS— 
 
 May be adopted. (Forms 17 and 20.) Sec. 3249 18 
 
 How adopted. See. 3251 18 
 
 May provide for, what. Sec. 3252 18 
 
 RELIGIOUS AND OTHER SOCIETIES. (Form 97.) 
 
 Association for holding donations and bequests, powers of Sec. 
 
 3783 250 
 
 Endowment fund corporation, how created. (Form 98). Sec. 
 
 3784 251 
 
 Endowment fund corporation, power of trustees. Sec. 3785 251 
 
 May change language of church service, when. Sec. 3772 246 
 
 May sell cemetery grounds, when arid how. Sec. 3773 246 
 
 Printing and publishing houses, how incorporated. Sec. 3789 253 
 
 Printing and publishing houses, extinct charters for renewed. Sec. 
 
 3790 ■ r 253 
 
 Real estate, when application may be made for order to dispose of. 
 
 Sec. .3774 247 
 
 Real estate^ proceedings on such application. Sec. 3775 247 
 
 Real estate, when trustees may convey to congregation. Sec. 
 
 3776 248 
 
 Real estate, is liable for judgment against corporation. Sec. 3777. 248 
 
 Real estate, liable for labor performed, etc. Sec. 3786 252 
 
 Real estate, of extinct corporation, how sold. Sec. 3787 252 
 
 Real estate, of extinct parties to proceedings for sale. Sec. 3788. 253 
 Real estate, when may be sold. Sec. 3794 255 
 
INDEX. 423 
 
 Page. 
 Religious and other Societies — Continued. 
 
 Real estate, when notice necessary of proceedings to sell. Sec. 
 
 3595 256 
 
 Real estate, sale to be confirmed by court. Sec. 3796 256 
 
 Trustees, powers of, and liability. Sec. 3786 252 
 
 Trustees, may sell lands of extinct corporations, when. Sec. 3787. 252 
 
 Women's benevolent association, trustees of 3791 254 
 
 Consolidation of — 
 
 Certificate of to be filed with secretary of state. Sec. 3779 249 
 
 Conveyance to new corporation may be ordered by court. Sec. 
 
 37^1 • 250 
 
 Conveyance to new corporation, notice of application for. Sec. 
 
 3782 250 
 
 How eft'ected. Sec. 3777 248 
 
 Passes title to new corporation. Sec. 3780 249 
 
 Record of proceeding to be certified. Sec, 3778 249 
 
 REPAIR OF TBLEGR.\PH COMPANY'S STRUCTURES, how en- 
 forced. Sec, 3469 121 
 
 REPAIR OF PLANK- ROADS, how enforced. Sec. .3482-4 128 
 
 REPORTS— 
 
 By directors of turnpike companies. Sec, 3512 137 
 
 By superintendent of insurance. Sec. 278 166 
 
 By toll-yate keepers, contents of. Sec. 3511 137 
 
 Time for making certain annual. Sec. 61 2 
 
 RETURNS FOR TAXATION, Sec, 2744 3 
 
 RIGHT OF WAY, when may be appropriated. Sec, 5 2 
 
 RINK COMPANY, See Museum, 
 
 ROADS, penalty for obstructing turnpikes. Sec, 3488 130' 
 
 SALE OF STOCK FOR DELINQUENT INSTALLMENTS, (Form 
 27,) Sec, 3253 19 
 
 SAFB_ DEPOSIT AND TRUST COMPANIES, (Form 90,) 
 
 Dividends, when company may make, 3821b. 268 
 
 Powers of. Sec. 3821a 264 
 
 Real estate acquired by foreclosure to be sold. Sec. 3821a 266 
 
 Reserve equal to fifteen per cent of deposits to be kept. Sec. 
 
 3821b 266 
 
 Stock, conditions of assignment and transfer. Sec. 3821b 269 
 
 Stockholders, liability of. Sec. 3821h 268 
 
 Stock, how may be increased. Sec 3821b 268 
 
 Trust, corporation may be appointed to execute. Sec. 3821b. 267 
 
 Trust, discharge of, secured by capital stock. Sec. 3821b 267 
 
 Trust funds, may be received from courts, executors, etc. Sec. 
 
 3821a 265 
 
 Trust funds, how to be invested. Sec. 3821b 267 
 
 Trust funds, how loaned by corporation. Sec. ,3821a 265 
 
 Trust funds, account of to be kept separate. 3821b : 266 
 
 Trust funds, kept separate and not liable for debts. Sec. 3821b... 267 
 Trustees, to give notice of organization, and make statement. Sec. 
 3821b. 268 
 
 SAVINGS AND LOAN ASSOCIATIONS. (Form 92.) 
 
 Deposits, and rules relating to payment. Sec. 3799 237 
 
 Deposits, by persons under disability, are under their control. Sec. 
 3801 258 
 
424 INDEX, ■ 
 
 Page. 
 Savings and Loan Associations — Continued. 
 
 Distribution on ceasing to do business. Sec. 3809 260 
 
 Dividends, how made. Sec. 3808 260 
 
 Fraud of manager will not prejudice innocent party. (Note) 259 
 
 Interest may be paid on deposits. Sec. 3804 258 
 
 Interest, usurious contract, effect of. (Note) 259 
 
 Loans, limit of amount to one person. Sec. 3807 259 
 
 May commence business, when. Sec. 3797. (Note) 257 
 
 Money, can not issue. (Note) 257 
 
 Officers shall give bonds. Sec. 3800 257 
 
 Officers shall not borrow of association. Sec. 3802 258 
 
 Powers of, generally. Sec. 3804 258 
 
 Powers of, special. Sees. 3806 and 3812 259, 261 
 
 Real estate, what may be acquired and held. Sec. 3803 258 
 
 Regulations governing association. Sec. 3798 257 
 
 Reports and notices, what to contain. Sec. 3810 260 
 
 Reports and notices of companies having stock, form of. Sec. 3819. 263 
 Report and notices of companies not having stock, form of. Sec. 
 
 3820 263 
 
 Reports, to be compiled and published. Sec. 3821 264 
 
 Stock, increase of to be divided ratably. Sec. 3805 259 
 
 Savings societies — 
 
 Certain corporations may adopt provisions. Sec 3811 261 
 
 Charters, extended in certain cases. Sec. 3814 261 
 
 Dividends, to be paid after surplus accumulated. Sec. 3815 261 
 
 Powers increased, when. Sec. 3812-3 261 
 
 Reports and examination, to be made annually. Sec. 3816-7. 262 
 
 Reports, to be required by auditor, and penalty. Sec. 3818.. 262 
 
 SCHOOLS. See Colleges. 
 SEAL— 
 
 May be adopted or not. Sec. 3239 10 
 
 Private, abolished. (Note) 7 
 
 When want may be supplied. (Note) 7 
 
 SEWERAGE, may be provided for by municipality. Sec. 3875 301 
 
 SEWERAGE COMPANIES. (Form 77.) 
 
 May be bought out by municipality, when. Sec. 3872 300 
 
 May make contract with municipality. Sec. 3873 301 
 
 May prescribe rates. Sec. 3874 301 
 
 Municipality must not interfere with. Sec. 3875. 301 
 
 Powers of, and how exercised. Sec. 3871 300 
 
 SHARES. See Stock. 
 
 SHOOTING CLUB, articles of incorporation for. (Form 116.) 
 SINKING FUND, may be created by cemetery association. Sec. 1... 161 
 SOCIAL CLUB, articles of incorporation for. (Form 113.) 
 SOCIETIES TO PREVENT CRUELTY TO ANIMALS. See Hti- 
 MANE Societies. 
 
 SOLDIERS' MONUMENTAL ASSOCIATION, powers of. Sec. 158. 1, 2 
 STATE— 
 
 Shall not loan its credit to corporation. Sec. 4 1 
 
 Shall not assume debts, except. Sec. 5. 1 
 
 Shall not be stockholder or joint owner. Sec. 4 \ 
 
 Shall not confer corporate power by special act. Sec. 1 1 
 
INDEX. 425 
 
 Page. 
 
 STOCK— 
 
 Agreement to take, before incorporation, yoid. (Note) 10 
 
 Agreement verbally to take, not binding. (Note) 13 
 
 Amount held by one person may be limited. Sec. 3245b.. 15 
 
 Assignment to fictitious person, a nullity. (Note) 13 
 
 Certificates for, to be issued to holders. Sec. 3254.. 19 
 
 Corporation may purchase, when. (Notes). 19, 20 
 
 Increase of, how made. (Form 29.) Sees. 3262 and 3263 24 
 
 Mandamus, when transfer not enforced by. (Note) 20 
 
 May be sold for delinquent calls. (Form 27.) Sec. 325.3 19 
 
 Obligations of company may be converted into. Sec. .3257 21 
 
 Owner of foreign stock must list same here for taxation. (Note)... 21 
 
 Ownership of by one person, may be limited. Sec. 3245b 15 
 
 Personal property. Sec. 3255.. 21 
 
 Pledge of as collateral. (Form 25.) , 
 
 Pledgee of, may have certificate in his name. (Note) 20 
 
 Preferred, when may be issued. (Form 22.) 3263 25 
 
 Preferred, may stipulate for dividends, etc. Sec. 3263 25 
 
 Record to be kept of ownership of Sec. 3254 19 
 
 Reduction of, when may be made. (Form 30.) Sec. 3264 25 
 
 See also Stockholders and Subscription. 
 
 In life insurance company — 
 
 Must all be paid in before doing business. Sec. 3591 174 
 
 In railroad company — 
 
 Assignee of may pay assessment and demand certificate. (Note). 20 
 
 In turnpike company — 
 
 Additional stock may be issued, when. Sec. 3505... 136 
 
 Certificate in certain cases. Sec 3522-; 140 
 
 Increase in certain cases. See. 3524-5 141 
 
 STOCKHOLDERS— 
 
 Can not sue when corporation is in substance property of bond- 
 holders, when. (Note) 23 
 
 Entitled to certificate of stock. (Forms 21-24.) Sec. 3254. 19 
 
 Interests may be reached by garnishee proceedings. (Note) 21 
 
 Liability of, for debts of corporation. Sec. 3 2 
 
 Liability of, in amount equal to stock. Sec. 3258 22 
 
 Liability of, for acts jtZira wes. (Note). 17 
 
 Liability of, when it attaches. (Notes) v22, 24 
 
 Liability of, can not be assigned by corporation. (Note) 22 
 
 Liability of, how enforced. Sec. 3260 ; -3 
 
 Liability of, not affected by limitation on suit on insurance pobcy.. 22 
 
 Liability of, how imposed, etc. Sec. 3258. (Note). • 22 
 
 Liability of, practice in suits to enforce. (Note) 23, 24 
 
 May object to amendment of charter, when. (Note)... o 
 
 Must be bona fide to be eligible as directors. (Note) 17 
 
 Minutes of first meeting of. (Form 13). Sec. 3245.. 15 
 
 Notice of stated meetings not necessary. (Note) io 
 
 Votes of, limited, when. Sec. 3245a ■ 15 
 
 Votes of, whether may be cumulated. (Note) io 
 
 Who are, defined. Sec. 3259 ^^ 
 
 In turnpike company— 
 
 When may be assessed. See. 351fa.... J^» 
 
 Who to be in certain cases. Sec. 3521 i4f 
 
 STOCK YARD COMPANIES— 
 
 Powers of. (Form 78). Sec. 3876 301 
 
426 INDEX. 
 
 STREAMS, COMPANIES FOR IMPROVING NAVIGABLE— 
 
 Powers of. (Form 64.) Sec. 3854 : 293 
 
 STREET CROSSINGS OF INCLINED PLANE RAILWAYS. Sec. 
 
 3445 113 
 
 STREET RAILROAD COMPANIES. (Form 56.) 
 
 Appropriation of land for. Sec. 3440 „ 112 
 
 Authorities controlling street must consent. Sec. 3441 112 
 
 Conditions and limitations upon. Sec. 2502 109 
 
 Consent of owners required in writing. See. 3439. (Note) Ill 
 
 Extension of track. Sec. 2505. (Note, p. Ill) 110 
 
 Council has control over. Sec. 3443 113 
 
 Grade of street. Sec. 2503 109 
 
 May be constructed, where. Sec. 3437 110 
 
 May be constructed, when. Sec. 3438 110 
 
 May extend tracks beyond termini, when (Note) Ill 
 
 May use tracks in common, when. (Note) 113 
 
 Municipal regulations over. Sec. 2501 108 
 
 Pavement. Sec. 2504. 110 
 
 SUBSCRIPTIONS TO STOCK— 
 
 Avoided if no corporation existed. (Note) 13 
 
 Books for, to be opened. Sec 3242 - 11 
 
 ■ Form of. (Form 7.) 
 
 Maybe upon conditions precedent. (Note) 12 
 
 Must be paid in money. (Note) 12 
 
 Must be in writing and mutually binding. See. 3635. (Note) 197 
 
 Not avoided by failure to pay ten per cent. (Note) 12 
 
 Not necessary to make in a book. (Note) 12 
 
 Of married women, when binds separate estate. (Note) 13 
 
 Paymentof, when due. Sec. 3243 14 
 
 Payment of, how enforced. (Form 27.) Sec. .3253 19 
 
 Payment of, proceedings to collect. (Notes) 13, 24 
 
 Promissory note for, Intended as fraudulent, is valid. (Note) 13 
 
 Verbal, when vojd. Sec. 3635. (Note) 13, 197 
 
 When binding, though business in violation of law. (Note) 12 
 
 To life insurance company — 
 Must all be paid. Sec. 3591 174 
 
 SUPERINTENDENT OF INSURANCE. See Instoance. 
 
 TAXATION— 
 
 Of insurance company, listing by. (Note) 3 
 
 Of corporate property. Sec. 4 2 
 
 Of stock in foreign corporation. (Notes) 3, 21 
 
 Returns for. Sec. 2744 3 
 
 TELEGRAPH COMPANY. See Magnetic Telegraph Company. 
 
 TELEPHONE COMPANY. (Form 82.) 
 
 Provisions relating to telegraph companies applicable. Sec. 3471.. 121 
 Trespass by employes, etc. Sec. 1 121 
 
 TIME, for making certain annual reports. Sec. 61 2 
 
 TRAVELERS— 
 
 Penalty for detaining, by toll-gatherer. Sec. 3486 130 
 
 On meeting must go to right. Sec. 3490 131 
 
 TRANSPORTATION COMPANY. (Form 79.) 
 
 Powers of. See. 3877 , 301 
 
 For transporting petroleum. (Form 88.) 
 
 Powers, generally. Sec. 3878. (Note) 302 
 
INDEX. 427 
 
 Page. 
 Transportation Company— Continued. 
 
 Powers, further. Sec. 3880.. 302 
 
 May hold certain property. Sec. 3879 302 
 
 TRUSTEES IN CORPORATIONS NOT FOR PROFIT— 
 
 Are personally liable for corporate debts. Sec. 3261 24 
 
 Election and terms of office. Sec. .^240 II 
 
 Election to be heldannually. Sec. 3246 16 
 
 May adopt by-laws. Sec. 3250 18 
 
 Majority shall form the board. See. 3247 17 
 
 Must be members of the corporation. Sec. 3248 17 
 
 Must take oath before acting. (Form 14.) Sec. 3247 17 
 
 Powersof See. 3248.. , 17 
 
 TURNPIKE AND PLANK-ROAD COMPANIES. (Form 85.) 
 
 Articles of incorporation — supplemental. Sec. 3472 123 
 
 Change of route, effect of (Note) 13 
 
 Consolidation of, how effected. Sec. 3506 136 
 
 Directors must make annual reports. Sec. 3512 137 
 
 Directors must keep certain books. Sec. 3510 139 
 
 Extension of road, how authorized. Sec. 3478a 126 
 
 Extension of other road, how assisted. Secs.3507-8 136 
 
 Fences obstructing turnpike, how removed, and penalty. Sec. 3515. 138 
 
 May sell road within city limits tocity. Sec. 3492 132 
 
 May si'rrender road to county, when. Sec. 3495 132 
 
 May surrender road, how evidenced. Sec. 3496 133 
 
 May issue additional stock, when. Sec. 3505 136 
 
 May construct turnpikes. See. 3472 ]23 
 
 May file supplemental articles for branchroads. Sec. 3473 123 
 
 May use specified material for road. Sec. 3474 123 
 
 May appropriate lands, when. Sec. 3475 124 
 
 May acquire use of bridge or street, how. Sec. 3476 , 124 
 
 May assess stockholders — proceedings. Sees. 3516-9 - 139 
 
 May divide road and reorganize separate companies. Sees. 3526-8. 141 
 
 Milestones to be set at end of each mile. Sec. 3480 126 
 
 Mortgage upon road, how foreclosed. Sees. S493-4 132 
 
 Must keep certain accounts of expenses for inspection. Sec. 3509.. 136 
 
 Names of new companies on reorganization. Sec. 3529 142 
 
 Penalty for collecting toll if road not in repair. Sec. 3483 128 
 
 Penalty for detaining traveler. Sec. 3486 130 
 
 Penalty for fast driving or driving over bridge. Sec. 3487 130 
 
 Penalty for obstructing roads. Sec. 3488 130 
 
 Penalty, how recovered. Sec. 3489 131 
 
 Penalty for evading toll-gates. Sec. 3479 126 
 
 Powersof Sec. 3472..... 123 
 
 Repair within municipality, enforcementof Sees. 3482-3 128 
 
 Repair without municipality, proceedings to enforce, and appeal. 
 
 Sees. 3484-5 129 
 
 Reports by toll-gate keepers, what to contain. Sec. 3511 137 
 
 Road must be of specified width and grade. Sec. 3477 125 
 
 Road to cemetery may be bought by county commissioners. Sec. 
 
 3577 158 
 
 Road may be sold on execution, proceedings. Sees. 3530-1,3532-5, 
 
 3536...:. 142,143,144 
 
 Sale. See below. 
 
 Stock, additional authorized. Sec. 3505 136 
 
428 INDEX. 
 
 m Page. 
 
 Tdbnptke and Plans-koad Companies — Continued. 
 
 Title to property by unauthorized purchase, when may be de- 
 feated. See. 3587. (Note) 172 
 
 Toll, authority to take, how acquired. Sec. 3478 125 
 
 Toll, rates of. Sec. 3481 126 
 
 Toll, rates of on bridges. Sec. 3539 145 
 
 Toll, right to take may be sold on execution. Sec. 3535 143 
 
 Toll-gate must be kept eighty rods from city limits. Sec. 3491 131 
 
 Toll-gate keeper is agent of company. Sec. 3514 138 
 
 Travelers must go to right on meeting. Sec. .3490 131 
 
 Treasurer shall hold no other ofiSce in company. Sec. 3513 138 
 
 Avenue companies — 
 
 Itfay take tolls as turnpike company, when. Sec. 3824 283 
 
 Must obtain consent of village council. Sec. 3825 282 
 
 May construct road through village. Sec. 3826 283 
 
 Incorporation in certain cases — 
 
 Certificates of stock in such cases. Sec. 3522 140 
 
 Increase of stock in such cases. Sec. 3524-5.. 141 
 
 Powers in such cases. Sec. 3523 141 
 
 When may be incorporated. Sec. '3520.. 139 
 
 Who to be stockholders in such cases. Sec. 3521 140 
 
 SalFoJ road— 
 
 Shall not afifect organization of company. Sec. 3503 135 
 
 ShaOl not affect creditors. Sec. 3504 136 
 
 To private person. Sec. 3497.! 133 
 
 To county, how and when. Sec. 3498 134 
 
 To county, appraisal, how made. Sees. 3499 and 3500 134 
 
 To county, bonds may be issued to pay for road. Sec. .3501 135 
 
 To county, fees on appraisal., Sec. 3502 135 
 
 {JLTRA VIRES— 
 
 Liability of agents, ofiHcers and stockholders for. (Note). 17 
 
 Governed by object and effect of act. (Note).. 10 
 
 UNION DEPOT COMPANIES— 
 
 Articles of incorporation, may be filed by whom. Sec. 3446 113 
 
 Articles of incorporation, what must contain. (Form 57.) Sec. ' 
 
 3447 114 
 
 By-laws, rules, and regulations of Sec. 3450 114 
 
 Directors of, who shall be, and duties. Sec. 3449 114 
 
 Laws applicable to. Sec. 3452 115 
 
 Liability of several companies forming. Sec. 3451 115 
 
 May guarantee payment of their notes and bonds. Sec. 3453 115 
 
 Powers of Sec. 3448 114 
 
 Stock, held in equal paits by companies. Sec. 3448 114 
 
 UNIVERSITY. See Colleges. 
 
 VENUE— 
 
 In actions against mutual protection association. Sec. 3630f 193 
 
 In actions against domestic corporations. Sec. 5026. (Note) 304 
 
 In actions against railroad and stage companies. Sec. 5027.' (Note). 304 
 
 In actions against turnpike companies. Sec. 5028 305 
 
 In actions against life insurance companies. Sec. 0526. (Note).-. 304 
 
 In actions against non-resident. Sec. 5030. (Note) 305 
 
 In actions, when special provisions govern. Sec. 5029 305 
 
 Change of, when may be had. Sec. 5033 305 
 
INDEX. 429 
 
 Page. 
 
 VERIFICATION BY CORPORATIONS. (Form 42.) 
 
 VOTE— 
 
 On loan to be yea and nay, and recorded. Sec. 3257 21 
 
 Of stockholders, may be limited. (Form 35.) Sec. 3245a 15 
 
 Of stockholders, whether may be cumulated. (Note) 15 
 
 VOCAL SOCIETY, articles of incorporation. (Form 115.) 
 
 WAIVERS— 
 
 Of notice of opening books for subscriptions. (Form 6.) .Sec. 
 
 3242. ,., 11 
 
 Of notice of election of directors. (Form 12.) Sec. 3244 :...- 14 
 
 Of notice of meeting to increase stock. (Form 29.) Sec. 3262.... 24 
 
 WAREHOUSE COMPANY, articles of incorporation. (Form 69.) 
 
 WATER COMPANY. See Gas and Water Companies. 
 
 WOMEN, home for. See Home. 
 
 WORDS DEFINED. See Definitions. 
 
 WRECKING COMPANIES, powers of. (Form 58.) Sec. 3882 303 
 
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