CLIO AX QJnrnpU Slatu i>rl|00l Hibtary Cornell Unlverally Library KFT 210.A335A2 1892 3 1924 024 707 048 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/cletails/cu31924024707048 A MANUAL TENNESSEE CORPORATIONS; CONTAINING THE CORPORATION ACT OF 1875, WITH ALL ITS AMENDMENTS, TOGETHER WITH ALL OTHER LAWS OF A GENERAL NATURE CONCERNING BOTH DOMESTIC AND FOREIGN CORPORA- TIONS, THEIR RIGHTS, POWERS AND LIABILITIES, AS- SESSMENT AND TAXATION OF CORPORATE PROP- ERTY AND STOCKS, AND REMEDIES AGAINST CORPORATIONS, WITH NOTES FROM THE DECISIONS OF THE SUPREME COURT. Bv WILBUR F. BARCLAY, OF THE NASHVILLE BAK. Printed for the Author at the UNIVERSITY PRESS, NASHVILLE, TENNESSEE. 1892. V/J/H , Kntered, according to Act ot Congress, in the year 1893, by WILBUE r. BARCLAY, In the office of the Librarian of Congress, at Washington. PREFACE. The compilation of the following pages was undertaken with the purpose, originally, of embracing in the work only the Act of 1875 and its an^endments, and such other acts of a general nature as have become laws since the publication of the latest edition of the Code, by Messrs. Milliken & Ver- trees. Much of the book was in print before this idea was entirely abandoned; and, as a consequence, there are several marked infelicities in arrangement which would not have appeared had not the plan of the book, as a whole, been thus changed. In the preparation of the notes there has been no effort to present a complete digest of corporation cases, nor even to cite them all. I have endeavqred rather to notice the latest decisions upon points, arising out of the statutes, thus giving the searcher a clue which will guide him in working back- wards to the more ancient precedents; I have amplified most the notes of those opinions' which have been published since the latest editions of the digests. I have thought it best to follow, in a general way, the order of the text in arranging the notes. This has led sometimes to great appar- ent abruptness in the collocation of the notes — a result which I could not well avoid. The notes have received care- ful attention in the general index., and are thus rendered accessible when they do not appea,? under the heads where they would perhaps be naturally expected by the reader. Eecognlzing the imperfections of the work, I will gladly welcome friendly criticism, and be most thankful to have my attention called to any errors or omissions that may have occurred. Wilbur F. Baeclax, Vandeebilt Law Building, Nashville, Term., December SI, 189S, vi TABLE, Showing on what page of the Manual can be found Sections of the Code of 1858, and subsequent Statutes or parts of Statutes. CODE MANUAL ACTS MANUAL ACTS MANUAL 1119 p. 175 1861,1 Ex ch. 142,^0 p. 49 1122 155 ch. 5 p. 275 11 63 1123 156 1865 12 39 1142 190 ch. 31 280 13 84 1144-47 191 1866-67 14 31 1149-56 193 ch. 14 280 15 68 1157-65 194 1867-68 . 16 61 1277-79 145 ch. 55 278 17 21 1280-82 146 55 281 18' 45 1283 147 72 156 19 19 1284-87 141 1868-69 20 20 1288-90 142 ch. 2* 156 21 72 1291-92 , 143 11 193 22 88 1293-97 144 27 148 23 47 1298 148 1869-70 24 82 1325-26 181 ch.,49* 156 25 42 1327-31 182 121 325 26 11 1332-37 183 1870-71 26 17 1338^3 184 oh. 50 190 27 18 1344-47 185 50 191 28 18 1348 186 50 192 29 18 1478-83 101 116 157 1877 1484-87 300 1871 ch. 12 164 1488-91 102 ch. 22 157 20 169 1492-93 103 43 105 31 125 1494-96 104 55 173 41 118 1810-20 274 69 159 72 161 2812 267 112 130 76 137 2831-34 266 129 190 101 141 3034-37 273 129 192 101 143 3097 292 1873 101 145 3409 267 1 ch. 74 116 101 147 3410-13 268 1875 104 64 3414-19 269 ch. 51 160 108 207 3420-24 270 66 202 123 27 3425-29 27^1 66 208 1889 3430-31 272 142 ch. 47 146 3500 292 ch.l42,§l 2 147 - 3507 292 2 5 52 165 3788 272 3 4 154 80 4294-95 273 3 9 167 135 5379 272 4 10 238 135 ACTS 5 11 239 136 1859-60 6 73 1881 ch. 27 275 7 89 ch. 9 169 89 266 8 86 16 87 89 327 9 86 24 14 TABLE— CONTINUED. ACTS 1 MANUA] |] ACTS MANUAL li ACTS MANUAL ch. 52 p. 190 ch.l24 p. 44 ch. 149 p. 114 55 3 66 183 158 77 58 41 132 3 166 111 66 326 135 186 ,176 320 78 136 185 189 176 59 111 131 157 72 181 7 118 148 1887 181 119 119 105 ch. 3 195 197 134 126 62 4 76 223 134 126 71 15 114 224 49 126 83 16 78 226 174 126 91 36 '47 229 118 1E81 Ex. 36 48 230 116 ch. 7 12 39 78 240 48 7 64 65 85 240 44 7 66 130 265 242 42 139 62 267 31 1882 Ex. 360 173 267 35 oh. 8 38 161 ■ 92 1890 Ex. 1883 161 ' 137 ch. 17 9 ch. 18 307 163 62 29 244 22 99 176 43 1891 39 59 n&' 44 ch. 2 227 142 7 178 209 9 116 144 64 188 171 14 120 144 66 189 110 45 3 163 19 190 105 45 4 168 22 190 109 47 212 213 89 197 103 47 320 213 90 198 106 61 171 216 21 199 42 98 177 220 176 226 131 116 47 220. 180 241 35 118 69 ■ 232 41 1889 , 122 125 232 112 ch. 8 320 122 126 249 80 40 116 , ' 122 133 254 54 70 113 125 172 1885 85 145 ' "158 147 ch. 5 95 85 146 160 93 20 175 85' ■ 147 188 90 47 110 96 237 1891 Ex. 66 119 96 238 ch. 25 16 66 121 96 123 25 268 66 186 96 242 25 264 78 79 96 243 25 265 84 107 ■ 96 264, 26 ' 122 90 59 102 105 26 128 78 79 120 140 26 238 115 96 122 72 26 239 119 226 123 46 26 247 124 28 130 264 26 261 MANUAL OF TENNESSEE CORPORATIONS. CHAPTER I. Constitutional Provisions. Section i. Legislature to provide for organ- ization of corporations by general laws only. Constitution, Article XI., section 8. The Legislature shall have no power to * * * pass any law granting to any individual or individuals rights, privileges, immunities or exemptions, other than such as may be, by the same law, extended to any member of the community who may be able to bring himself within the provisions of such law. No corporation shall be created, or its powers in- creased or diminished by special laws ; but the Gen- eral Assembly shall provide by general laws for the organization of all corporations hereafter created, which laws may, at any time, be altered or repealed ; and no such alteration or repeal shall interfere with or divest rights which have become vested. Sec. 2. Counties, cities and towns forbidden to give or loan credit to, or become stockhold- ers in, corporations. Constitution, Article II., sec. 29. The credit of no county, city, or town shall be given or loaned to or in aid of any person, company, association, or corporation, except upon an election to be first held by the qualified voters of such county, 1 b Sec. 3.] COBPOEATIONS NOT FOE INDIVIDUAL PROFIT. city or town, and the assent of three-fourths of the votes cast at said election. Nor shall any county, city or town become a stockholder with others in any company, association or corporation, except upon a like election and the assent of a like majority. Sec. 3. State shall not give or loan its credit to, or become stockholder in, a corporation. Constitution, Article II., sec. 31. The credit of this State shall not be hereafter loaned or given to or in aid of any person, association, company, corpora- tion or municipality ; nor shall the State become the owner, in whole or in part of any bank, or a stock- holder with others in any association, company, cor- poration or municipality. CHAPTER II. The General Corporation Law of 1875, Being- Chapter 142 of the Acts of 1875, with its Several Amendments. I. CORPORATIONS NOT FOR INDIVIDUAL PROFIT. Section 4. For what purposes they may be or- ganized. Charters may be granted to any associa- tion of individuals for the following purposes : (1) Religious. The support of public worship, the building of churches and chapels, and the main- tenance of all missionary undertakings. (2) Benevolent and Mutual Aid. The support of any benevolent or charitable undertaking, as a lodge of Masons, Odd Fellows, hospitals for the sick, PURPOSES. [Sec. 4. houses of refuge or correction, orphan asylums, and all other objects of like nature; [1881, eh. 55. or of life insurance orders, and orders for the protection of property against any cause or causes of loss or damage, in all cases where such orders are based upon the principle of the mutual assessment of their members, and when the general good and not indi- vidual profit ia the object of their organization.] (3) Literary, Abstistic, Commercial. The sup- port of any literary or scientific undertaking, as a college or university, with powers to confer degrees, an academy, a debating society, lyceum, the estab- lishment of a library, the support of a historical society, the promotion of painting, music, or the fine arts, the support of boards of trade, or chambers of commerce, or other objects of like nature. (4) Agricultural, Mechanical and Live Stock. The support and encouragement of agriculture, horti- culture and the mechanic arts, as agricultural, horti- cultural societies, or societies for the promotion of the mechanic arts, fairs, granges and associations of like nature, including associations for improvement of the blood of stock, or other objects of like nature. (5) Social and Athletic. The maintenance of clubs for social enjoyment, gymnastics and gymna- sium, [1885, ch. 132. base ball, polo, and other clubs for the promotion of athletic sport, either for profit or pleasure.] (6) Religious and Charitable. [1891 ch. 45. To receive, collect and hold in trust, for the benefit of religious denominations selecting and appoint- ing them, all donations, bequests, devises, legacies Sec. 5.] COEPOEATIONS NOT FOB INDIVIDUAL PROFIT. and grants of land and personalty that may be given, conveyed or bequeathed to such corporation for any religious, benevolent, educational, missionary or charitable object, and said corporation shall hold the same in accordance with the direction of the donor, conveyor or testator, and administer the same for the specific object indicated by the donor, con- veyor or testator under the religious denomination so appointing the Trustees, and in all cases in which the conveyor, donor or testator has not indicated any special or general object to which the same shall be applied or administered, then the same may be ad- miinistered in behalf of any religious, educational, benevolent or charitable object or objects to which the governing body of such denomination shall indi- cate and direct.] Sec. 5. Who may obtain charters. Any five or more persons, not under the age of twenty-one years, or if the objects are purely benevolent or charitable, any five men or women, married or single, not under twenty-one years of age, or if the corporation be for a debating society or the maintenance of clubs for social enjoyment, or gymnasium clubs, any five or more persons not under the age of sixteen years, [1891, ch. 45. or any five or more persons selected and appointed by any religious denomination for the purposes set forth in § 4 ( 6)] may copy the form of charter set forth in § 6, filling as may be proper the blanks left for the names of the corporators and for a statement of the general objects of the associa- tion. Sec. 6. Form of charter. The form of a char- FORM OF CHAETER. [See. 6. ter for any of the foregoing puposes shall be as fol- lows: (1) Caption. " State of Tennessee — Charter of Incorporation. "Be it known, that" (here insert the names of five or more persons who desire to be incorporated) "are hereby constituted a body politic and corporate, by the name and style of "(here insert the name of the cor- poration) " for the purpose of " (here state the general purposes for which the charter is sought, embracing a full, but not necessarily minute, account of the objects of the association, and embodying, verbatim, somewhere in the statement, the proper one or more of the first five paragraphs, or the sixth paragraph, in § 4, within the purview of which said objects must come). " (2) General Powers. The general powers of said corporation shall be : " Sue, Etc. — To sue and be sued by the corporate name; " Seal. — To have and use a common seal, which it may alter at pleasure ; if no common seal, then the signature of the name of the corporation, by any duly authorized officer, shall be legal and binding. " May Hold Property. — To purchase and hold, or receive by gift, bequest, or devise, in addition to the personal property owned by the corporation, real estate necessary for the transaction of the corporate business, and also, to purchase or accept any real estate in payment, or in part payment, of any debt due to the corporation and sell the same. " By-laws, Etc. — To establish by-laws, and make Sec. 6.] CORPORATIONS NOT FOR INDIVIDUAL PROFIT. all rules and regulation, not inconsistent with the laws and constitution, deemed expedient for the management of corporate affairs. " Officers — To appoint such subordinate officers and agents, in addition to a President and Secretary or Treasurer, as the business of the corporation may require, designate the name of the office, and fix the compensation of the officer. "(3) Election OF Officers. The said five or more corporators shall, within a convenient time after the registration of this charter in the office of the Secre- tary of State, elect from their number a President, Secretary and Treasurer, or the last two officers may be combined into one ; said officers and the other corporators to constitute the first Board of Directors. " (4) Notice of Election — Majority to Govern. In all elections each member shall be entitled to one vote either in person or by proxy, the result to be determined by a majority of the votes cast. Due notice of any election must be given by advertise- ment in a newspaper, personal notice to the members, or a day stated on the minutes of the Board, six months preceding the election. "(5) Record to be kept. The Board of Directors shall keep a record of all their proceedings, which shall be at all times subject to the inspection of any member. "(5a) Branches. The corporation may establish branches in any other county in the State. "(6) Number of Directors and Election of Mem- bers. The board of directors may have the power to FORM OF CHARTER. [See. 6. increase the number of directors [1883, ch. 142, and 1889, ch. 181, sec. 2, to seven or ten] if they deem the interest of the corporation requires such increase, and the first or any subsequent board of directors may have the power to elect other members, who, on acceptance of membership, shall become corporators equally with the original corporators ; [1889, ch. 181, provided, that a college, university, or other institu- tion of learning may, either in its charter or by-laws enacted by the directors thereof, fix the number of directors at not less than five nor more than thirty- three. J (7) [Christian and Jewish Colleges, Etc. If said corporation is organized as a literary or educa- tional institution, under the patronage of any Chris- tian or Jewish' denomination, " Said corpora- tion shall also have the power to increase the number of Directors or Trustees ; to regulate the mode and manner of appointments of the same, on expiration of terms of service ; to regulate the num- ber, duties and manner of election of officers, either actual or ex-officio ; to appoint executive agencies, and to pass all other by-laws, for the government of said institution, as may be required by the denomi- nation establishing the same ; Provided, said by-laws are not inconsistent with the constitution and laws of this State."] "(8) Teem of Membership. The Board of Direc- tors shall have the right to determine what amount of money paid into the Treasury shall be a pre-requi- site for membership, or if necessary, what amount shall be thus annually paid, and a failure thus to pay Sec. 6.] COEPORATIONS NOT FOE INDIVIDUAL PEOFIT. shall, in the discretion of the Directors, justify the expulsion of said defaulting member. "(9) Teem of Office. The term of all officers may be fixed by the by-laws, the said term not, how- ever, to exceed three years. All officers hold over until their successors are duly elected and qualified. "(10) No DIVIDENDS TO BE DECLARED. The general welfare of society, not individual profit, is the object for which this charter is granted, and hence the members are not stockholders in the legal sense of the term, and no dividends or profits shall be di- vided among the members. "(11) How TO BE DISSOLVED. The members may, at any time, voluntarily dissolve the corporation, by a conveyance of its assets and property to any other corporation holding a charter from the State, for pur- poses not of individual profit, first providing for corporate debts. A violation of any of the provisions of the charter shall subject the corporation to disso- lution, at the instance of the State. "(12) Chaeter SUBJECT TO Amendment. This char- ter is subject to modification or amendment; and in case said modification or amendment is not accepted, corporate business is to cease, and the assets and property, after payment of debts, are to be conveyed, as aforesaid, to some other corporation holding a charter for purposes not connected with individual profit. Acquiescence in any modification thus de- clared, shall be determined in a meeting of the members, specially called for that purpose, and only those voting in favor of modification shall thereafter compose the corporation. acknowledgment and registration. [see. 8. "(13) Assets not to be diverted, nor unauthor- ized POWERS TO be assumed. The means, assets, in- come or other property of the corporation shall not be employed, directly or indirectly, for any other purpose whatever, than to accomplish the legitimate objects of its creation, and by no implication or con- struction, shall it possess the power to issue notes or currency, deal in currency, notes or coin, buy and sell products or engage in any kind of trading opera- tion nor hold any more real estate than is necessary for its legitimate purposes. "(14) Liability OF MEMBERS. Expulsion shall be the only remedy for the non-payment of dues by the members, and there shall be no individual liability against the members for corporate debts, but the en- tire corporate property shall be liable for the claims of creditors." Sec. 7. Application for charter. To the fore- going form of charter shall be appended an appli- cation in these words : " We, the undersigned, apply to the State of Ten- nessee, by virtue of the laws of the land, for a char- ter of incorporation for the purposes and with the powers, etc., declared in the foregoing instrument. " Witness our hands the day of ." [Here sign.] Sec. 8. Acknowledgment,* registration, etc. The signatures of said five or more corporators must be acknowledged or any one or more signatures *It wa8 held by the Supreme Court in Bossville, etc. St. B. B. Co. ts. Chattanooga St. R. R. Co., (oral opinion, Knoxville, 1889) that acknowledg- ment before a notary public was void. By Act 1890, Ext. Sess. ch. 17, passed Mar. 10, 1890, all such defective acknowledgments theretofore made are cured; but the law was not changed. Sec. 9.] COEPOEATIONS NOT FOR INDIVIDUAL PROFIT. proved by one witness before the clerk of the County Court ; the fact of acknowledgment or probate to be •entered on the books of his office and also certified on the instrument, which instrument with the appli- ■cation, the acknowledgment or probate shall be regis- tered in the Register's office of the county where the main business of the corporation is to be conducted, the fact of registration to be by the Register endorsed on or attached to said instrument. Sec. 9. To be registered and certified by Secre- tary of State. The said instrument registered as •aforesaid, shall then be transmitted to the Secretary of the State, who shall copy the same in a book to be kept for that purpose, with the probates, acknowl- ■edgments, certificates of Clerks, Register, etc. The Secretary of State shall then certify in the original instrument, that the same has been registered in his office, to which certificate shall be affixed the Great Seal of the State, and upon the fixing of the Great Seal of the State to said certificate or said original instrument and the registration of said Secretary's ■certificate, and the fac simile of said seal in the Reg- ister's office, where said instrument was originally registered, the formation of the association as a body politic and corporate is hereby declared complete, and the validity of the same shall not be in any legal proceeding collaterally impeached. Sec. 10. Fees of Register and Secretary of State. For their services the Secretary of State and Register each shall receive a fee of three dollars, and the Clerk the same fees as for probate or acknowledg- ment of a deed. [The Code, 4562 (M. & V. 5312) 10 CORPORATIONS FOR INDIVIDUAL PROFIT. [SeC. 13. fixes the County Clerk's fee " for probate and acknowledgment of deed, 25 cents." Paragraph 63 of said section, allowing the Clerk |1.00 for probate of memorandum of corporation does not apply to organizations under the act of 1875.] {For other fees, see below, Section 1 7.] II. CORPORATIONS FOR INDIVIDUAL PROFIT. Sec. II. How to incorporate. Any five or more persons, over the age of twenty-one, desiring to form corporations for any purpose herein authorized, shall copy the form of charter adapted to the pur- pose, filling the necessary blanks, and append to the same an application as provided in § 16. Sec. 12. Form of charter. The following shall be the form of a charter for a corporation formed for individual profit : Caption. " State of Tennessee ; Charter of In- corporation. " Be it known, that " (here insert the names of the corporators) "are hereby constituted a body politic and corporate, by the name and style of" (here insert corporate name). " Sec. 13, General powers. The general powers of said corporation shall be as follows : "(1) Corporate name. To sue and be sued by the corporate name. "(2) Seal. To have and use a common seal, which it may alter at pleasure; if no common seal, then 11 Sec. 14.] OOEPORATIONS FOR INDIVIDUAL PROFIT. the signature of the name of the corporation by any duly authorized officer shall be legal and binding. "(3) By-laws. To establish by-laws and make all rules and regulations not inconsistent with the laws and the constitution, deemed expedient for the man- agement of corporate affairs. "(4) Officers. To appoint such subordinate offi- cers and agents in addition to President and Secretary or Treasurer as the business of the corporation may require ; designate the name of the office and fix the compensation of the officers. "(5) Property rights. To purchase and hold or receive by gift in addition to the personal property owned, by said corporation, any real estate necessary for the transaction of the corporate business, and also to purchase or accept any real estate in payment or part payment of any debt due to the corporation, and sell realty for corporation purposes. "(6) Borrowing money, etc. To borrow money, and issue notes or bonds upon the faith of the cor- porate property, and also to execute a mortgage or mortgages, as further security for re- payment, of money thus borrowed. "(7) Patent rights. [1881 Extra Sess.,ch. 7. § 2. To purchase,use or dispose of such patent rights as may be necessary or useful in its business, in as full and ample manner as is now allowed by law to indi- viduals.] " Sec. 14. Provisions and restrictions. The fol- lowing provisions and restrictions are coupled with said grant of powers : 12 GENERAL POWERS. [SeC. 1 4. "(1) Failure to elect officers. A failure to elect officers at ttie proper time, does not dissolve the cor- poration, but those in office hold until the election or appointment and qualification of their successors. "(2) Term of office. The term of all officers may- be fixed by the by-laws of the corporation ; the same not, however, to exceed two years. "(3) Capital, subscriptions, transfer, etc. The corporation may, by by-laws, make regulations con- cerning the subscription for, or transfer of stock ; fix upon the amount of capital to be invested in the en- terprise; divide the same into shares; fix the time required for payment thereof by the subscribers for stock ; the amount to be called for at any one time ; and in case of failure of any stockholder to pay the amount thus subscribed by him at the time and in the amounts thus called, a right of action shall exist in the corporation to sue said defaulting stockholder for the same. "(4) Board of Directors — Quorum — First Board. The Board of Directors may consist of five or more members, at the option of the corporation. They shall be elected either in person or by proxy, by a majority of the votes cast, each share representing one vote. A majority of the Board of Directors shaL constitute a quorum, and shall fill all vacancies until the next election. The first Board of Directors shall consist of the five or more corporators who shall apply for and obtain the charter. "(5) Minutes and annual statement. They shall keep a full and true record of all their proceedings, and an annual statement of receipts and disburse- 13 Sec. 14.] CORPORATIONS FOR INDIVIDUAL PROFIT. ments shall be copied on the minutes, subject at all times to the inspection of any stockholder. "(6) Books to be kept. The books of the corpora- tion shall show the original or subsequent stockhold- ers ; their respective interests ; the amount which has been paid on the shares subscribed ; i he transfers of stock, by and to whom made ; also other transactions in which it is presumed a stockholder or creditor may have an interest. "(7) Unpaid subscriptions. The amount of any unpaid stock due from a subscriber to the corporation, shall be a fund for the payment of any debts due from the corporation, nor shall the transfer of stock by any subscriber relieve him from payment, unless his- transferee has paid up all or any of the balance due on said original subscription. "(8) Powers STRICTLY LIMITED. By no implication or construction shall the corporation be deemed to- possess any powers except those hereby expressly given or necessarily implied from the nature of the business for which the charter is granted, and by no- inference whatever shall said corporation possess the power to discount notes or bills, deal in gold or silver coin, issue any evidences of debt as currency,, buy and sell any agricultural products, deal in mer- chandise, or engage in any business outside the pur- pose of the charter. "(9) Certain corporations may deal in wood ani^ METAL PRODUCTS. [1881, ch. 24. But if the corpora- tion be formed for the purpose of manufacturing any raw material, by the aid of machinery, into articles- suitable for use, whether of wood or metal, or a com- 14 GENEKAL POWERS. [See. 1 S. bination of wood and metal, it shall have the privi- lege of dealing in articles so manufactured, and in articles necessarily or properly connected therewith ;: Provided, that nothing in this act shall be so construed as to exempt such corporation from the payment of a privilege tax on their business as dealers.] "(10) Powers reserved by State. The right is reserved to repeal, annul, or modify this charter. "(11) Rejected amendment. If it is repealed, or if the amendments proposed being not merely auxil- iary but fundamental, are rejected by a vote repre- sentiag more than half of the stock, the corporation shall continue to exist for the purpose of winding up its affairs, but not to enter upon any new business. "(12) Accepted Amendment. If the amendments- or modifications, being fundamental, are accepted by the corporation as aforesaid, in a general meeting- to be called for that purpose, any minor, married woman, or other person under disability, or any stockholder not agreeing to the acceptance of the modification, shall cease to be a stockholder, and the corporation shall be liable to pay said with- drawing stockholders the par value of their stock,, if it is worth so much; if not, then so much as may be its real value in the market, on the day of the withdrawal of said stockholders, as afore- said : Provided, That the claims of all creditors are- to be paid in preference to said withdrawing stock- holders." Sec. 15. " Special po-wers, etc." (Here copy the special powers conferred upon the particular kind 15 Sec. 16.] CORPORATIONS FOR INDIVIDUAL PROFIT. of corporation sought to be organized, as contained in §§ 27 to 100.) Sec. i6. Form of application for charter. To the foregoing form of charter append an application in these words : " We the undersigned, apply to the State of Tennessee, by virtue of the laws of the land, for a charter of incorporation, for the purposes and with the powers declared in the foregoing instrument. Witness our hands, the day of 18 — ." (To be signed by the applicants.) Sec. 17, State tax for privilege of incorpor- ating. [1891, Ex. Sees., chap. 25, sec. 8. Every cor- poration, joint stock company or association, incorporated by or under any general or special law of this State, having capital stock divided into shares, shall pay to the Secretary of State, for the use of the State, which shall be reported to the State Comptroller quarterly, a tax for the privilege of or- ganizing, or, after organization, for the increase of their capital stock, or for registration of their char- ters, as follows : Railroads of over 100 miles, $100.00 ; railroads of less than 100 miles, $50.00 ; street and dummy lines, $50.00 ; banks, building and loan asso- ciations, loan companies, trust companies, coal or coke companies, iron or steel companies, $25.00; all other corporations, $10.00. The said tax shall be due and payable upon the incorporation of said corporation, joint stock company or associ- ation, or upon the increase of the capital thereof, or upon registration of charter ; and no such corporation, joint stock company, or association shall have or exercise any corporate powers until 16 PROBATE AND REGISTRATION. [Sec. 18. the said tax shall have been paid. And the Sec- retary of State shall not file or record any charter, certificate of incorporation, or articles of association, or certify or give any certificate to any corporation, joint stock company, or association until the fore- going tax has been paid ; and no such company, incor- porated by any special act of the Legislature, shall go into operation, or exercise any corporate powers or privileges, until said tax has been paid. The Sec- retary of State shall, for collecting and paying this ■ tax into the State Treasury as provided by law, re- ceive for his services the same commissions now allowed Trustees, and this act shall not be so con- strued as to levy a tax on corporations of any school maintained by the public school fund of the State, or upon purely and wholly religious corporations.] Sec. i8. Probate, registration, etc. The said instrument, when probated as hereinbefore enacted (§§ 8, 9), with application, probates, etc., is to be registered in the county where the principal office of the company is situated, and also registered as afore- said in the office of the Secretary of State, as requir- ed for corporations for purposes not for individual profit, and a certificate of registration given by the Secretary of State, under the Great Seal of the State, being given as aforesaid, shall when registered in the Register's office of said county, with the fac simile of said seal as aforesaid, complete the formation of the company as a body politic ; and the validity of the same in any legal proceeding shall not be collaterally questioned. If the corporation establishes agencies 17 Sec. 19.] CORPORATIONS FOR INDIVIDUAL PROFIT. in any other county or counties, the instrument must also be registered in said county. Sec. 19, Fees, etc. The fees for registration, probates, etc., shall be the same as authorized in §10. Sec. 20. Capital to be liable to taxation, and charter subject to amendment or repeal. The capital stock of any company, incorporated under this Act, shall be deemed and held liable to taxation ; and the powers conferred on any company or cor- poration in this Act shall be subject to repeal or amendment, at the pleasure of the Legislature ; Pro- vided, this Section shall not be construed to authorize the taxing of churches, schools, cemeteries, or any charitable institutions. Sec. 21. Repealing clause. [Sec. 28 of the Act of 1875 Repeals Act of 1870-71, ch. 54, Act of 1873, ch. 117, and Act of 1873, ch. 35, and all other conflict- ing acts.] Sec. 22. Contracts, etc., made with incorpor- ators before incorporation to be binding in favor of corporations. Any obligation, contract, mort- gage, trust deed, agreement in writing or otherwise, heretofore made and entered into by or with any association of persons, either as an actual or pre- tended corporation, or as individuals, who may, after the passage of this Act, become a body politic and corporate, under the provisions hereof, for the pay- ment of money or the performance of any lawful act, shall be binding upon such obligor or obligors, in favor ot such body politic and corporate, just as if such obligation, contract, mortgage, trust, or agree- 18 AMENDMENT OF CHARTERS. [SeC. 24. ment, as the case may be, had been originally made and entered into by and with such body politic and corporate, when it was legally in existence, under the provisions of this Act; unless such obligor , or obli- gors will, within thirty days from the creation of such body politic and corporate, under the provisions of this Act, pay all moneys, discharge, and satisfy, and perform acts and things required by such obligation, contract, mortgage, trust deed or agreement to be paid, done or performed. Sec. 23. Effect of registration of deeds, etc., before incorporation as notice of corporate rights. Any instrument or instruments evidencing such obli- gations, contract, mortgage, trust deed, or agreement required by existing laws to be registered, whether registered before or after the passage of this Act, or the creation of such body politic and corporate, shall be deemed, taken and considered as notice to the world, from the time of such registration, notwith- standing the fact it may have come into existence subsequent to the registration of such instrument or instruments. Sec. 24. Amendments, how made. Any cor- poration chartered by an Act of the General Assembly [1883, ch. 163, or by a Chancery Court, or under the Act of 1875, ch. 142,] which- may desire to change its name, increase its capital stock, or obtain any powers granted by this Act, shall have the right to do so, by the Board of Directors of said corpora- tion copying said amendment, and making an appli- cation in these words : 19 Sec. 25.] CORPORATIONS FOR INDIVIDUAL PROFIT. " We, the undersigned, comprising the Board of Directors of" (here insert the name of the corpora- tion), "apply to the State of Tennessee, by virtue of the general laws of the land, for an amendment to said charter of incorporation, for the purpose of in- vesting said corporation with the power" (here state the clause in the general law aforesaid, which is de- sired as an amendment, or if it be simply to change the name, so state the fact.) "Witness, our hands the day of ." (To be signed by the Directors.) Sec. 25, Probate and registration of amend- ment. The same shall be probated or acknowledged as provided by § § 8-10, and the certificate of registra- tion given by the Secretary of State, under the Great Seal of the State, shall complete the amendment to said Act of incorporation, and the validity thereof shall not, in any legal proceeding, be collaterally questioned, as in cases of application for original charter. Sec. 26. Certified list of corporations to be published with Acts of the Legislature. The Secretary of State shall have published and bound with the Acts of each General Assembly, a certified list of all corporations organized under this or any subsequent Act of the Legislature, since the last pub- lication, giving the name and date of organization of each corporation, and such publication shall be legal evidence of the existence of such corporation. 20; ABSTEACT COMPANIES, BANKS. [SeC. 28. III. SPECIAL POWERS OF PARTICULAR CORPORATIONS. ABSTRACT COIWPANIES. 1883, ch. 216. Sec. 27. " Special Provisions. Said corporation is organized for the purpose of making and furnish- ing abstracts of title to real estate." BANKS OF SAVINGS AND DISCOUNT. (Note. In copying the general powers omit, in § 14 (8), the words " possess power to discount notes or bills, deal in gold or silver coin, or issue any evidence of debts as cur- rency.") Sec. 28. " Special Provisions. (1) To receive DEPOSITS AND MAKE INVESTMENTS. The Said Corpora- tion shall receive from every person desiring to make the same, any deposit or deposits of money, and shall invest all moneys so received in discounted paper, public stocks or other securities, at the discretion of the Directors, and in a manner deemed most beneficial for the interest of the depositors, go that the invest- ment be pursuant to the by-laws, and also according to the provisions hereinafter mentioned. "(2) Semi-annual examination of affairs. It shall be the duty of the Directors, once in every six months, to appoint from the members of said cor- poration three competent persons as a committee of examination, to investigate the affairs of said cor- poration, and make and publish a report thereof in one newspaper printed in the county where the institution is located. "(3) Dividends to be declared. It shall be the duty of the Directors to declare a dividend of the interest and profits of said corporation, after paying 21 Sec. 29.] CORPOKATIONS FOR INDIVIDUAL PROFIT. the expenses, and the same to pay over to the depos- itors, or their legal representatives, within ten days thereafter, if demanded. "(4) Deposits BY MARRIED women. Deposits may be made hy femes covert, free from the claims of hus- bands or their creditors. "(5) Deposits MAY BE CONVERTED INTO STOCK. When any deposit shall amount to fifty dollars, it may, at the option of the depositor, become stock in said institution. "(6) Banking powers. The said corporation may deal in exchange, gold, silver and bullion, buy and discount -notes and bills of exchange, and do and perform all acts usually done and performed by banking institutions, except the power to issue notes, certificates or other paper, for the purpose of being used as a circulating medium, or which shall have a tendency to pass and be used as a circulating medium. "(7) Interest, AND MINIMUM deposits. The inter- est to be paid for special or general deposits shall not exceed the interest allowed by general law or special contract, and deposits shall be received in any sum not less than two dollars." BANKING AND TRUST COMPANIES. 1883, ch. 16S. Sec. 29. [Note : In copying the general powers as contained in § 13,the following changes are to be made: In (4) omit the words "and Secretary or Treas- urer" and insert : "Vice -President, Cashier and Teller." In (5) omit the wotds "or received by gift in addi- tion to the personal property owned by the corpora- tion." 22 BANKING AND TRUST COMPANIES. [SeC. 30. Omit (6) and (7). In § 14 make the following changes : In (3) after the word "enterprise" insert: "increase the same at any time if deemed advisable." At the end of the same paragraph add : "There shall also be a lien on any installments of stocks which have been paid or any balance unpaid, on the amount of sub- scription on stock." To (4) at the end, add: "after the issuance of the charter the board of directors may be by them at any time increased or diminished." In (5) omit the words '' receipts and disburse- ments" and insert "the condition of its affairs." Omit (8) and (9). In (11) after "vote" omit "representing more than half of the stock," and insert : "of the stockholders at a meeting called for that purpose, representing more than half the stock." In (12) omit the words beginning "the par value of their stock" and ending just before the word "provided," and insert in lieu thereof : "the value of their stock, whatever that may be."] Sec. 30. "Special Provisions. Said corporation shall be invested with the right and power : "(1) Deposits, interest. To receive money on deposit, allowing therefor to the depositor, if the cor- poration chooses so to contract, interest at a rate not exceeding three per cent, per annum ; "(2) General BANKING POWERS. To discount pro- missory notes, bills of exchange or other evidences of debt, buy and sell the same, deal in gold, silver, bullion, bonds, stocks or other securities generally, 23 Sec. 30.] COBPOBATIONS FOR INDIVIDUAL PROFIT. advance money upon a pledge or mortgage of real or personal estate, and sell the same, and have and possess all other rights which appertain and belong to a banking institution, except the power to issue notes for the purposes of currency, which power is hereby withheld. Provided that nothing herein con- tained shall be construed to authorize the carrying on the business of pawnbroker coupled with said privileges as a bank ; "(3) As BAILEE. To take and receive on deposit, specially as bailee, any jewelry, plate, money, specie, securities, valuable papers, or other valuables of any kind, and upon a consideration to be agreed upon by the parties to guarantee the safety, preservation and redelivery of the same ; "(4) Guaranty of mortgages and titles. To guaranty the payment of bonds and mortgages owned by other persons, or to guaranty titles to real estate for a consideration to be agreed on by the parties ; "(5) Trusts. To accept and execute all trusts of every name and kind which may, with its consent, be imposed upon it by. any person or corporation, whether the trust be that of guardian, executor, trustee, the committee of an estate of a non compos mentis, or any other trust ; the said corporation being hereby invested with the power to act in such fiduciary capacity as fully as if the corporation were a person in being; "(6) Safety vaults. To construct a vault on its real estate, or to rent any vault already con- structed or to be constructed, which in the judg- paent of the directors will provide reasonable means 24 BANKING AND TRUST COMPANIES. [See. 30. of safety against loss by theft, fire or other ■cause, in which vault may be fixed or placed safes, boxes or receptacles, for the keeping of jewelry, dia- monds, gold, bank notes, bonds, notes, and other valuables, which boxes, safes or receptacles, may be Tented by the corporation to other persons or corpor- ations on such terms as may be agreed by the parties. "(7) Liability as bailee. It is understood that in no event shall the corporation be liable for any loss of said jewelry, diamonds, gold, bank notes, bonds, notes or other valuables thus lost by theft, robbery, fire, or other cause, the said corporation not being the insurer of the safety of said prop- erty, nor in any manner liable therefor. The corporation is not required to take any note of property thus deposited, as the person who rents a safe, box or receptacle is for the term of his lease the owner thereof. "(8) Liability of Stockholders. Each stock- holder shall be liable for the amount of stock sub- scribed by him, and after the same has been paid, he shall not thereafter be liable for any debts or liabil- ities of the corporation, except as now provided by general statutes regulating liabilities of corporations and stockholders therein. "(9) Semi-annual publication of condition. Every six months the president and cashier shall publish in a newspaper, printed in the county where the ofiBce is situated, a statement of the condition and affairs of the company." 25 Sec. 31.] CORPORATIONS FOR INDIVIDUAL PROFIT. BOOM COMPANIES. 1885, ch. 119. Sec. 31. "Special Provisions. (1) Purpose of CORPORATION. Thls Corporation is formed for the purpose of constructing a boom at" (here designate the place or places, and county) on (here insert the name of the water course). "(2) May float logs, erect booms. Said incor- poration may float and drive down said stream and its tributaries, logs, wood and lumber ; and for the purpose of catching and securing such logs, wood and lumber as shall be floated down said river and tribu- taries, they, may construct, erect and maintain a boom or booms on the same, at said point or points, which shall be for their exclusive use and benefit. "(3) Not to interfere with landing of boats> ETC. They shall not interfere with the landing of boats or rafts in transitu and tying up the same to the shore, on lands owned or leased by the said cor- poration and not occupied by them, nor with the occupancy of landings on either side of the river, or lands not owned or leased by the corporation. "(4) May enter upon lands of others. When it may be necessary for driving, dislodging, fasten- ing and securing boats, rafts, logs and timber, or for putting them back in the stream when they may have been floated upon Jands outside of the banks of the river by high water, the company may enter upon the lands of others for the purpose of reclaiming and securing their logs, timber, lumber and rafts, subject, however, to the payment of such damage as may be sustained by the owners or occupants of the lands by reason of such entry and occupation. 26 boom companies, brewing companies. [sec. 32. "(5) Prompt removal of logs prom lands of OTHERS. The logs, rafts and lumber which may have been lodged on the lands of others shall be removed within a reasonable time ; and the company shall be responsible for any damages the owner or owners may sustain by reason of said property remaining on their lands. "(6) Must not obstruct navigation. Said boom or booms shall be so constructed as not to prevent the safe and convenient passage of rafts, logs and boats on said river and its tributaries. "(7) Entitled to salvage. All logs, rafts and lumber belonging to other parties, which may be floated into said boom or booms, shall be delivered to the owner or owners thereof on demand, and proof of ownership ; and upon failure to deliver said logs, rafts or lumber after proof of ownership, the company shall be liable for the value of the same, to be recov- ered in a court of competent jurisdiction ; but the company shall be allowed a fair and reasonable com- pensation for catchfng, holding aud delivering said logs, rafts and lumber." BREWING COMPANIES. 1877, ch. 123. (Note. Three or more persons over the age of twenty-one years may incorporate under this Act. The application must be acknowledged before the county clerk, not before wit- nesses). Sec. 32. "Special Provisions. (1) Purpose of incorporation. This incorporation is formed for the purpose of brewing beer and ale, within the meaning and purview of an Act of the General Assembly of the State of Tennessee, entitled "An Act to provide. 27 Sec. 33.] COEPOEATIONS FOR INDIVIDUAL PROFIT. for the organization of a corporation for brewing beer and ale." (1877, ch. 123). "(2) May own property, erect works, vend beer AND ALE. It shall have the power to construct and build breweries to be ' operated by steam or other power, and generally to put up any and all buildings, shops and sheds necessary for carrying out the pur- poses of the corporation, including the right to vend and sell beer and ale, and also to purchase, own and hold real estate and other property sufl&cient for the business of the corporation. "(3) Capital stock. Said corporation shall have a capital stock paid up, to be divided into shares of •one hundred dollars each, of not less than five thou- sand dollars nor more than five hundred thousand dollars, and such corporation may from time to time increase or diminish its capital stock to any amount ■within said limits.'' BRIDGE COMPANIES. 1885, ch. 124. Sec. 33. "Special Provisions. (1) purpose of incorporation. This corporation is formed for the purpose of constructing a bridge over " (here insert the name of the stream and approximate location of the bridge). "(2) May condemn property. The said corpora- tion shall have the powers and rights in pursuance of the general laws authorizing the condemnation of private property for works of internal improvements, as set forth in sections 1325 to 1848 in the Code, both inclusive, to appropriate as an easement the right of ■way not exceeding two hundred feet in width for 28 • BRIDGE COMPANIES. [See. 35 building the bridges or approaches thereto over the land of any person through which the line of the- bridges or approaches thereto may be located, which power is defined in said section of the Code as fol- lows": (here copy said sections 1325 to 1348 both inclusive, being so much of Chapter 8, of this compil- ation as is embraced under the head of " Taking for Works of Internal Improvements.") "(3) Style of structure. Said corporation is authorized to adopt such form, pattern and size for the bridge as they may deem proper, provided the- same shall be substantially and safely built and suited to the character of traffic intended to provide for. "(4) Not to obstruct navigation. When built over a navigable stream it shall not necessarily in- terfere with navigation, and in such cases shall either be built with a draw, or high enough to allow the passage of boats under it. "(5) Tolls. When the bridge is completed ard ready for travel, the directors may collect a toll for passage over and upon the same. The following toll may be demanded and collected : For hogs or sheep per head two cents (2): for cattle, horses, mules, or asses in drove per head three cents (3) ; for horses,, mules, or cattle not in a drove, not employed in drawing, whether mounted or not, per head ten cents (10) ; for every four- horse wagon loaded or unloaded,, thirty-five cents (35) ; for every two-horse wagon, one- horse wagon, buggy, carriage and all other vehicles drawn by two or a less number of horses, mules, or other animals, twen ty-five cents each ( 26 ) . For every •29 Sec. 33.] CORPORATIONS FOR INDIVIDUAL PROFIT. vehicle drawn by more than four horses or other ani- mals, thirty-five cents (35), and five cents (5) for each additional animal more than four. For poultry in droves one cent per hea,d (1) ; for each foot passenger perhead five cents (5). "(6) Tolls on railway bridges. If said bridge shall be so constructed as to admit the passage of steam engines and cars drawn by them, such rates may be charged as may be agreed on, or if not agreed on, the same shall not exceed five dollars for each engine and two dollars for each car ; Provided, the board of directors may fix a lower rate of charges than herein provided for. "(7) Penalty for failure to pay toll. Any per- son who passes over the bridge without paying toll, and with intent to avoid the same shall forfeit and pay five dollars for the use of the company, to be recovered before a justice of the peace. "(8) May borrow money and issue bonds. The said company is authorized to borrow money on mortgage, issue coupon bonds bearing a legal rate of interest for the purpose of erecting or repairing the bridge. "(9) Payment for stock. The corporation may receive, as payment for stock, lands at a fair cash valuation ; Provided, that the lands are in the county where said bridge is built. "(10) Issuance of stock in series. Stock in said company may be issued in different series, and a series of preferred stock may be issued." 30 BUILDING AND LOAN ASSOCIATIONS. [See. 34. BUILDING AND LOAN ASSOCIATIONS. (Note. There are two forms of charter for building asso- ciations, the second being contained in Acts of 1889, ch. 267. It dififers at only a few points from that contained in the Act of 1875, sec. 14, and the points of difference are indicated below. Otherwise the two charters are identical.) Sec. 34. "Special Provisions. (1) May make LOANS. The funds of said corporation may be loaned out to the stockholders in such manner, on such terms and conditions, and under such regulatiouB as the said corporation, by its con- stitution and by-laws, may prescribe; Provided, the same be secured by real estate ; and any funds of the said corporation, which may remain after the stockholders have borrowed all they desire, may be loaned out to other persons, the same , being secured by a lien on real estate. "(2) Constitution and by-laws. The members of said corporation shall have the power to adopt a con- stitution, and the constitution adopted, the by-laws and regulations, shall have the force and effect of a legal enactment on the members of said corporation : Provided, the same are not in conflict with the gen- eral laws of the land. "(3) May take mortgages and puechase real ESTATE MORTGAGED TO IT. The Corporation shall have the power to take and hold all such real estate as may be mortgaged to it, or conveyed in trust, to secure any debt due to the corporation for loan of its funds ; and the said corporation shall have power to pur- chase any such real estate at any sale thereof, and the same to hold, sell or otherwise dispose of, as the said corporation may deem expedient. 31 sec. 34. corporations for individual profit. "(4) Monthly calls limited. Lien on stock. The by-laws may prescribe the amount of shares and the time of payment thereof by installments, but the monthly call for payment of said installments shall not exceed two dollars on each and every share. Every share of stock shall be liable for, and subject to a lien for the satisfaction of unpaid installments, and the by-laws may prescribe the mode and manner of enforcing said lien. "(5) Issue and withdrawal of shares. New shares may be issued in lieu of any shares withdrawn or forfeited. The shares may be issued in one or suc- cessive series, in such amounts as the Board of Directors may determine, and any stockholder wish- ing to withdraw, as he or she may have the right, shall give thirty days' notice thereof, when said with- drawing stockholder shall be entitled to receive the amount paid in, and such proportion of the profits as may have been accumulated. "(6) Amount of withdrawn stock limited. At no time shall more than one-half the funds in the Treasury be subject to the demands of withdrawing- stockholders without the consent of the Board of Directors, nor shall any stockholder be entitled to with- draw whose shares are pledged to the corporation. (6a) [The second form of charter, 1889, ch. 267, omits the italicised words above and inserts in lieu thereof the following : "Payment of unmatured loans. Stockholders who- are borrowing menabers, and who desire to have their mortgages or deeds of trust canceled and leave the association before their stock matures, may do so on 32 BUILDING AND LOAN ASSOCIATIONS. [See. 34. the following terms to wit: (66) Payment within ONE year. If a loan is repaid within one year from the date on which it is made the borrower must pay the premiums for one year and pay to the association an amount which, when added to the dues and earn- ings credited to his stock, will aggregate the sum actually borrowed, together with the legal rate of in- terest up to the date of repayment, and all delinquent assessments. "(6c) Payment after one year. If, after the ex- piration of one year a borrowing member desire to repay his loan he will only be compelled to pay pre- rniums and interest up to the time of re-payment, and the cancellation of his mortgage or deed of trust will be adjusted as above stated.] "(7) Death of stockholder. Settlement. The personal representative, upon the death of a stock- holder, shall be entitled to receive the full amount paid in by the deceased, and any profits which have been realized : Provided, that if said stock is pledged to the company, the same shall be redeemed by said personal representative. "(8) Money loaned to highest bidder. The Board of Directors shall hold stated meetings, at which the money in the Treasury, if over two hundred dollars, shall be offered for loan in open meeting, at a rate not in conflict with the law of the State, and the stockholder who shall bid the highest premium for the preference or priority, shall be entitled to receive a loan of two hundred dollars for each share held by such stockholder. "(9) Amount of loan. Security. Penalty for 33 d Sec. 34.] CORPORATIONS FOR INDIVIDUAL PROFIT FAILURE TO CONSUMMATE. A Btockholder may borrow such fractional part of two hundred dollars, as the by-laws may provide, and good security shall be given by the borrower, to secure the re-payment of the loan. In case the borrower shall neglect to offer security, or shall offer security that is not approved, the proposed borrower thus failing to give security, shall be charged with one month's interest, and the money resold at the next stated meeting. "(10) Failure to pay interest when due. In case of non-payment of instalments or interest by bor- rowing members for the period of six months, pay- ment of principal and interest, without deducting the premium paid, or interest thereon, may be en- forced by proceeding on their securities, according to the terms of the contract under which the same were pledged. "(11) Premium defined. How payable. The premium bid by borrowing stockholders for the preference or priority of loan shall be paid before the loan is consummated, not as a part of the loan, not as interest, but as a means of determining which one of the shareholders shall receive the loan, whenever there are a number of stockholders who may simul- taneously desire to effect a loan. "(11a) [Charter of 1889 omits the words ieah'cisec? in (11) and inserts in lieu thereof: 'May be paid in regular weekly or monthly installments."] "(12) May purchase at public sale. Said cor- poration may purchase at judicial or execution or trustee's sale, any real estate mortgaged or conveyed to it to secure debt, and said real estate or any other 34 CANNING AND PACKING COMPANIES. [See. 36. the said corporation shall have the power to sell, con- vey, lease or mortgage at pleasure. "(13) Redemption of matured stock. Said cor- poration may determine by an express provision of by- laws, that when each share of stock reaches a certain value, to be specified thereby, not exceeding two hun- dred dollars, the stockholders shall be paid such value for each share they respectively own, and that upon such payment the stock shall revert to the corpora- tion. "(14) Maeeied women. Married women may hold stock in said corporation, free from the claims or debts of their husbands. "(15) Individual holdings limited. No one per- son shall hold more than fifty shares." Sec. 35. Associations may change from other forms of charter to that of 1889. [1889, ch. 267. Building associations operating under any other form of charter may be permitted to be operated in ac- cordance with the terms of the foregoing second form after the adoption by a vote of the stockholders owning two-thirds of the stock of a resolution to that effect, and the procuring of a new charter con- taining the provision above set forth. Such stock- holders as do not favor the change may be permitted to withdraw on the terms set forth in section 34 (7) for settlements between the corporation and the personal representatives of deceased stockholders. CANNING AND PACKING COMPANIES. 1887, ch. 241. Sec. 36. Special Provisions. "(1) Purposes of incorporation. This corporation is organized for the 35 Sec .37.] CORPOEATIONS FOB INDIVIDUAL PROFIT. purpose of manufacturing, canning and packing all kinds of fruits, vegetables, corn and meats, and other articles, and to sell and dispose of the same, and to purchase, rent, or lease real estate, and improve the same, sufficient in amount to answer all the purposes of such corporation. "(2) May borrow money and execute mortgage. It shall have power to convey, sell, or mortgage the same, or execute trust deed thereon, and issue bonds and secure the same in any manner it may deem proper. "(3) May make tin cans, etc. It may also man- ufacture cans or packages of tin or other material for the purposes of said corporation, and do all the other things necessary to carry out the objects and purposes of said corporation. "(4) Other powers. It shall have power to pur- chase, erect, own, and convey all such machinery, materials, and other personal property as may be per- tinent, useful and necessary, in carrying on a general packing and canning business of vegetables, fruits, corn and meats of all kinds, and other articles, in- cluding the power or right to manufacture cans and other packages of tin, wood, or other material neces- sary for such corporation." CEMETERY COMPANIES. Act of 1875, §9 Sec. 37. Special Provisions. "(1) May pur- chase AND IMPROVE REAL ESTATE. The said Corpora- tion shall have power to purchase land, not exceeding two hundred acres, situated not less than one mile from the corporation line of a town containing fifteen 36 CEMETERY COMPANIES. [See. 37. thousand inhabitants, nor less than two miles from the corporation line of a town containing a greater number of inhabitants, to be used as a cemetery or burying- ground forever, to lay the same off into suitable avenues or walks, and embellish with trees, shrubbery and flowers, sub-divide the grounds into lots suitable for graves, monuments and vaults, and sell the same in such manner as the Board of Directors may deter- mine. "(2) Lots exempt from attachment and execu- tion. All lots thus sold to purchasers, shall forever be free from attachment or the levy of an execution. "(3) Police REGULATIONS AND penalties. No per- son shall wilfully destroy, deface or injure any mon- ument, tomb, gravestone or other structure placed in said cemetery, or any fence or inclosure in or around the cemetery, or injure any tree, plant or shrub there- in, or hunt or shoot therein, play at any game or amusement therein, or interfere by words or actions with any funeral procession, or any religious exercises. These offenses are declared misdemeanors, and any person guilty thereof shall be fined not less than fifty (50) dollars. Or, if the court trying the cause deem the offense deserving further punishment, also imprisoned for a time, not exceeding six months. "(4) May appoint constable. The County Court of the county in which the cemetery is situated may, with the assent, or on application of the Board of Directors, appoint a person, to be known and com- missioned by the court as county constable, who shall with or without warrant, the said corporation being held liable for the abuse of any person by him, 37 Sec. 38.] CORPORATIONS FOR INDIVIDUAL PROFIT. real estate the corporation may be entitled to hold, arrest and bring to trial all persons committing the aforesaid offenses. "(5) May accept certain trusts. Said corpora- tion may hold any grant oir bequest in money or other property, and shall faithfully apply the same for the improvement of said cemetery, or in the erection or preservation of any tomb or monument, according to the terms of said grant or bequest. " ( 6 ) Improvement fund provided for. It shall be the duty of the corporation to set apart twenty-five (25) per cent, of all lots sold, to be denominated an Improvement Fund and the same to accumulate un- til the interest amounts to a sum sufficient to keep in order the entire grounds used as a cemetery, and any person, or the descendants of any person, who has bought a lot, shall have the right to look after and see to the preservation of said fund, and the proper application of the interest. Until the irjterest on the fund accumulated as aforesaid is sufficient for the purpose aforesaid, the corporation is bound to keep the grounds in order out of the remaining three- fourths of the proceeds of the lots." CO-OPERATIVE ASSOCIATIONS. 1882, 2nd Ex. Sess. ch. 8. (Note. In copying § 14 (8), under the head of General Powers, omit the words " buy and sell any agricultural pro- ducts, deal in merchandise.") Sec. 38. Special Provisions. "(1) Powers. The said corporation shall have the power to deal in goods, wares, and merchandise, wholesale and retail, upon paying license and taxes as others engaged in like business, and taxes incidental to corporations. 38 COMPEESS AND WAREHOUSE ASSOCIATIONS. [See. 39. "(2) Not to deal in intoxicating liquors. Noth- ing in this charter shall be so construed as to author- ize under its provisions the selling or giving away intoxicating liquors that is now prohibited under the existing laws." COTTON COMPRESS AND WAREHOUSE ASSOCIATIONS. Act of 1875, §12. Sec. 39. Special Provisions. "(1) May con- struct BUILDINGS, SHOPS, AND WAREHOUSES. The Said corporation shall have the power to construct and build cotton compresses, to be operated by steam or other power, and generally to put up any and all buildings, shops and sheds necessary for carrying out the purposes of the association, including the right to erect warehouses for the purpose of receiving and storing cotton, grain and other product^ or merchan- dise. "(2) May insure property stored with them. The said corporation shall have the right to make insurance on cotton or other products or merchandise stored with them, but the right to issue policies or effect insurance shall not extend beyond doing busi^ neas with their customers, and all general insurance business is hereby prohibited. "(3) May build and operate horse railroads. The said corporation shall have the power to build and operate horse railroads from their warehouses and compresses, connecting with railroad depots, the said railroads consenting thereto ; and. Provided, that the right to operate said street railroads is to be dependent upon an arrangement between said corpo- ration and the municipal authorities of the city 39 Sec. 39.] CORPORATIONS FOR INDIVIDUAL PROFIT. through which said railroad track is to be laid, in order to guard against obstruction to travel or dam- ages to the streets." "(4) President to make and publish annual REPORT OP condition. Annually, during the month of January, the President shall make, and publish in a newspaper printed in the county where the princi- pal office of business is located, or if no newspaper is printed in that county, then in an adjoining, or the nearest county where a newspaper is printed, a state- ment showing the amount of capital stock; what amount thereof has been paid in cash ; what amount thereof is secured by stockholders' notes ; the out- standing liabilities ; and a list of the names of stock- holders ; and said statement shall be sworn to by the President and* Secretary. "(5) Penalty for false statement. The mak- ing of a false statement, to be printed as aforesaid, shall render all persons assenting thereto individu- ally liable to all persons dealing or trading with said company upon the faith of said fraudulent statement ; and such fraudulent statement shall be a misde- meanor. "(6) Loans to stockholders forbidden. No loan of money shall, at any time, be made to any stock- holder, and any Director assenting thereto, shall be individually liable for the amount thus loaned, the liability to extend in favor of innocent stockholders, as well as creditors. "(7) Stockholders individually liable to em- ployes FOR WAGES. The stockholders are to be in- dividually liable for all moneys due to laborers, ser- 40 EDUCATIONAL AND ELECTEIC COMPANIES. [SeC. 42. vants, clerks and operatives of the company, in case the company becomes insolvent. "(8) Assenting directors liable for unauthor- ized DIVIDEND. If Dividends are declared when the company is insolvent, or if by a declaration of divi- dend the capital stock is thereby diminished, the Directors assenting thereto shall be individually liable to creditors for the amount of dividends thus declared. Any Director may avoid liability by vot- ing against the dividend, or by filing his objections in writing as soon as he ascertains a dividend has been made : Provided, said Director refuses to receive the dividend." EDUCATIONAL CORPORATIONS. 1881, ch. 58. Sec. 40. Special Provisions. " The business of said company shall be to teach any useful profession, trade, business or art, and to give instruction in any branch of learning, practical or theoretical." ELECTRIC LIGHT, ELECTRIC LIGHT AND POWER, TELEPHONE, AND TELEPHONE AND POWER COMPANIES. 1883, ch. 232. Sec. 41. Special Provisions. "The said corpo- ration IS ORGANIZED FOE THE PURPOSE OF, "(1) Manufacturing electric light," or, "(2) Manufacturing electric light, motive power, electrotyping, etc.," or, "(3) Manufacturing electricity for telephoning purposes." (State fully the objects of the company, whether one or more of the above purposes ). Sec. 42. Certain companies heretofore organ- 41 Sec. 43.] COEPORATIONS FOE INDIVIDUAL PROFIT. ized declared legal. All companies of the character designated in this Act, or similar ones now incor- porated in substantial compliance with this Act or the Act of 1875 aforesaid, shall be and are hereby declared to be legal corporations. All rights and privileges conferred by this Act shall be subject to revocation and repeal. FAIR AND EXPOSITION ASSOCIATIONS. 1889, ch. 242. ( Note. This Act appears to supercede eh. 199, Acts of 1887. See, also, 45a below.) Sec. 43. Special Provisions. "Purpose and scope OF ORGANIZATION. This Corporation is formed for the encouragement and support of art, agricultural, horticultural, and mechanic arts, such as fairs, expo- sitions, art exhibits, and associations of like nature, including associations for the improvement of blood- ed stock and other objects of like character." GAS COMPANIES. Act of 1875, §25 Sec.44, Special Provisions. "(1) Business pro- posed AND location. The business of said company shall be to establish and construct gas works in or near the town, city, or village of (here insert the name) ; and it shall be the duty of said company to build, furnish, and equip a gas manufactory of suf- ficient capacity to supply with gas the corporate authorities and inhabitants of said town, city or vil- lage. "(2) May lay pipes in streets, etc. To enable the company to establish such works, they are hereby authorized and empowered to lay down pipes and 42 Sec. 44.] GAS COMPANIES. extend conductors through the streets, lanes and alleys of said town, city, or village, in such manner, however, as to produce the least possible inconven- ience to the town, city, or village, or its inhabitants, or to travelers, and to take up pavements and side- walks ; Provided, they shall repair the same with the least possible delay. "(3) City must consent before use of streets. [1887 ch. 176. No one of the streets or alleys of said city shall be entered upon or used by said company for laying pipes and conductors, or otherwise, until the consent of the municipal authorities shall have been first obtained, and an ordinance shall have been passed prescribing the terms on which the same may be done.] (See § 45.) "(4) May erect works and manufacture gas. The said company shall have the privilege of erecting, establishing, and constructing gas works and manu- facturing and vending gas [1889, ch. 240, to be made from any and all of the substances or combination thereof from which inflammable [gas] is now or inay hereafter be obtained] iu said town, city or village, by means of public works. (See § 45.) "(5) Price of gas limited. The said company is authorized to charge a reasonable price for said gas, not higher than the price allowed by existing charters to gas companies heretofore chartered in this State ; Provided, that said company shall never charge more than one cent per every cubic foot of gas used, as may be indicated by the gas meter, or com- puted by the ordinary rules in such cases ; nor shall they ever charge the authorities of said town, city or 43 Sec. 45.] CORPORATIONS FOR INDIVIDUAL PROFIT. village more per cubic foot than they are getting at the same time from the people. "(6) Must not create nuisance. The works and operations of said company shall be so constructed and managed that no annoyance shall accrue there- from to the health and comfort of the inhabitants of said town ; and nothing in this Act shall be so con- strued as to absolve the company, its officers or agents, from any legal proceedings to restrain or abate any nuisance arising from such works or oper- ations. "(7) Penalties for injuring peopery, etc. If any person or persons shall injure or destroy any portion of the gas fixtures, or other property belong- ing to said company, or shall willfully open a com- munication into the str..et or other gas pipes, or let on gas after it has been stopped by the company, such person or persons shall be liable for all damages sus- tained by such proceeding, and also to a penalty not exceeding five hundred dollars, upon conviction be- fore any court having jurisdiction of the offense^" Sec. 45. Certain provisions affecting gas com- panies heretofore organized, [1887, ch. 176; 1889, oh. 240. The amendments inserted in (3) and (4) above, are hereby inserted into and engrafted upon the charter of each and every gas company heretofore incorporated under said act.] HORTICULTURAL, ETC., COMPANIES. 1885, ch. 124. §45a. Agricultural, horticultural, fruit growers, and fruit canning establishments and associations may be chartered and operated under the .provisions 44 HOTEL COMPANIES. [See. 46. of the act of March 19, 1875, for mutual profit of the organizers and incorporation. HOTEL COMPANIES. Act of 1875, §18. Sec. 46. Special Provisions. " This corporation is formed : "(1) Purpose and location. For the purpose of erecting, furnishing and keeping a Hotel for the en- tertainment of guests and invalids, at or near a min- eral spring in the county of ;" or "Same. For the purpose of erecting or furnish- ing a Hotel in the town or city of," (here describe the county and locality of the tract of land or lot upon which the Hotel is already situated or to be bnilt, and also the metes and bounds of the tract of land belonging to the corporation.) "(2) May employ peaoe-opficer. The County Court of the county aforesaid, may on the applica- tion of the corporation aforesaid, appoint a peace ofiBcer to be deputed by the sheriff if necessary, to reside at said hotel, if the same is at a mineral spring or other watering place, with authority to prevent breaches of the peace, and to arrest all offenders against the law, the said company to be liable for any abuse of authority on the part of said person thus appointed. "(3) Stockholders LIABLE FOR WAGES. The stock- holders of said corporation shall be individually liable for all moneys due to laborers, servants and clerks of said corporation. "(4)' May borrow money and make mortgage. The said company is authorized to borrow money on 45 Sec. 47.] CORPORATIONS FOR INDIVIDUAL PROFIT. mortgage, or issue coupon bonds bearing a legal rate of interest, for the purpose of erecting or repairing buildings, furnishing the hotel, or improving the grounds of the company. "(5) Directors liable foe unauthorized divi- dends. If any dividends are declared when the com- pany is insolvent, the Directors declaring or accept- ing said dividends, shall be individually liable for the amount thus illegally declared, to the creditors of said company. "(6) Liability as inn-keepees. The general liabili- ties, rights and duties touching hotel-keepers iind inn- keepers, as declared by statute or common law, shall also apply to liabilities, duties and rights of this cor- poration, and any change in the law affecting the rights and duties of hotel-keepers and inn-keepers, hereafter made by the laws of this State, shall also operate upon the rights and liabilities of said company.'' HOSPITAL OR SANITARIUM. 1889 ch. 123. Sec. 47. Special Provisions. "(1) Purpose of CORPORATION. This corporation is formed for the purpose of organizing, equipping, and operating a hospital (or sanitarium). "(2) May purchase or lease real estate, etc. It shall have the power to contract for or lease such buildings and purchase or lease such real estate as may be suitable for its purposes. "(3) May receive and treat patients not having infectious or contagious diseases. It shall have the right to receive at its hospital or sanitarium for medical treatment and advice persons suffering from 46 IMMIGRATION AND REAL ESTATE COMPANIES. [See. 48. physical ailments or diseases, except contagious or infectious diseases, and may keep, board and lodge the same, for which they shall have the right to charge and exact reasonable compensation. "(4) May adopt rules and regulations. It shall have the power to adopt rules and regulations for the administration of its hospital or sanitarium, as may be necessary for proper conduct of its affairs." IMMIGRATION, REAL ESTATE AND LABOR ASSOCIATIONS. Actof 1875, §23. Sec. 48. Special Provisions. [1887, ch., 36, "(1) Objects of the corporation. The encouragement of immigration, the locating, establishing, and build- ing of towns and cities, the purchase, improvement, development, and sale of property, and the establish- ment and encouragement of industries, are the ob- jects for which this charter is granted.] "(2) Corporate powers defined. The said com- pany is authorized to buy and sell real estate either on commission or as owners ; to buy and sell real estate ; purchase large tracts of land and sub-divide the same for purposes of sale ; to negotiate loans on real estate for other persons, or for the corporation ; to make contracts for furnishing labor to parties desir- ing the same, and generally to do all things as agent acting between buyer and seller, as may have a ten- dency to introduce labor, capital or population irlto the State, and to sell, rent, and exchange real estate on commission. "(3) May take its own stock in payment for LAND. [1891, ch. 116. Said company may take its own stock in payment for real estate, and cancel said 47 Sec. 49.] CORPORATIONS FOR INDIVIDUAL PROFIT. stock, provided the debts of the company do not ex- ceed 25 per cent, of the value of its real estate re- maining unsold.] "(4) Annual statement must be published. An- nually, during the month of January, a statement of the affairs of said company, showing the amount of the capital stock, the value of the land owned by the company, the liabilities thereof, the debts due to the company, etc., shall be printed in a newspaper where the principal office of the company is located. "(5) Directors LIABLE FOR FALSE statement. For any false or fraudulent statement made by said Di- rectors, whereby loss ensues to innocent parties deal- ing with the company upon the faith of said false statement, the Directors shall be individually liable. "(6) Individual liability foe vending defective TITLE. If said company should knowingly, practice any fraud or imposition in selling lands held or claimed by any defective title, purporting to be vested in said company, whereby loss ensues to an innocent purchaser, the parties knowingly and willfully prac- ticing said fraud, whether the same be Directors or stockholders, shall be individually liable for the damages suffered by said innocent purchaser." Sec. 48a. Corporation may do certain acts. [1887, ch. 36. Every corporation heretofore organized un- der said Act (1875, ch. 142) may do for itself all things which said Act now authorizes it to do as agent.] 48 INSURANCE (COMPANIES. [Sec. 49. INSURANCE COMPANIES. Act of 1875, §10. Sec, 49. Special Provisions. "(1) Power to iN- SURE AGAINST FIRE, TORNADOES, AND EARTHQUAKES. The said company shall have the power to make in- surance against losses by fire, at such rate of pre- mium and upon such terms and conditions as may be agreed on, on any house, tenement, manufactory or other building ; on goods, wares or merchandise, and on other effects ; on hay, grain and other agricul- tural products in barns or stacks; and generally to insure against loss by fire, earthquakes, storms or floods, on all kinds and species of property. "(2) Power to insure lives, issue annuities, AND EXECUTE TRUSTS. It shall have the further right to insure the lives of persons, and engage in the gen- eral business of life insurance; and, coupled there- with, the right to grant and sell annuities, or contract loans based on life annuity, with benefit of survivor- ship, and accept and execute all legal trusts which may be confided to said company. "(3) Power to insure against accident, disabil- ity, THEFT AND MARINE DISASTER. It shall also have the power to make insurance against all accidents to prop- erty in transit ; to persons in traveling ; [1889, ch. 224: or against disabilities to persons by disease or sick- ness or other bodily infirmities] ; or against thefts of property ; and also insurance upon ships, steamboats, and other craft ; upon freight and seamen's wages, in- cluding all marine risks.. "(4) May exercise one or more of foregoing BRANCHES OF BUSINESS. The Company may, at its 49 e Sec. 49.] CORPORATIONS FOR INDIVIDUAL PROFIT. option,exercise one or more,or all of the three branches of business in which it is authorized to engage. "(5) Annual statement of condition. There shall be annually printed, in at least one newspaper in the county where the principal office of the com- pany is located, or if an agency is established in any other county, as the corporation may have the right to do, then also in a newspaper printed in said county, a general balance sheet, showing the amount of capital stock paid in or secured by notes of stock- holders for stock subscribed by them ; the amount of premiums and interest received on investments dur- ing the year ; amount of expenses and losses ; the balance due ; the nature of the securities in which said balance is invested ; the amount of cash on hand ; and also a full account of existing policies and the nature of risks therein insured against; and said balance sheet or statement shall be sworn to by the President and Secretary of said company. "(6) "Proceeds of certain policies exempt from claims of creditors. When policies of insurance are effected by any person on his life, for the benefit of his wife, or for the benefit of any one or more of hie children, or for the joint benefit of his wife and children, the creditors of the person thus insuring shall have no claim on the proceeds of the policy, and the same shall inure to the persons for whose benefit the insurance was effected. "(7) Creditors have insurable interest. Cred- itors shall have an insurable interest in the lives of their debtors. "(8) Unearned premiums not to be reckoned as 50 INSURARCE COMPANIES. [SeC. 50. PROFITS. Moneys received as premiums upon risks undetermined and outstanding at the time of declar- ing any dividend, shall not be considered as profits earned and divided as such. "(9) No DIVIDEND TO BE DECLARED WHILE CAPITAL IS IMPAIRED. If any loss should happen, impairing the capital stock, no dividend shall be declared until said capital stock is made good ; and if a dividend shall be declared, contrary to this prohibition, the Directors consenting thereto shall be liable to make good to the creditors of the company, if their claims cannot otherwise be satisfied, the amount of dividends thus illegally divided. "/lO) May establish branch offices. The said company may have the right to establish offices in any other county of the State for the transaction of business allowed by the charter. "(11) Business may be conducted on mutual PLAN. The insurance business of the company may, at the option of the company, be conducted upon the principle of giving to policyholders an interest in the profits ; and the company may purchase for its own benefit, any policy of insurance or other obligation growing out of its business, and also any claims of policyholders for profits." Sec. 50. Guilds, Brotherhoods, and Mutual Associations may organize under charter for Insurance Companies. Any company organized under the provisions of this Act may restrict its business to the insurance of the lives of its members or stockholders alone ; it being the intent by this paragraph to give a corporate 51 Sec. 51.] COEPOEATIONS FOE INDIVIDUAL PEOFIT. existence to any professional association, guild, brotherhood or other mutual association, the right, by an arrangement among themselves, as stock- holders in a corporation, to insure the lives of each other upon the principle of a mutual participation in the profits, by annual subscription or otherwise, and thereby provide a fund out of which provision may be made according to the by-laws of the corpor- ation for the support of the family of any stock- holder on his decease, or for the payment of any policy due his estate on his decease. Sec. 51. Publication not required. In case any company organized under this charter restricts its business to the insurance of the lives of stock- holders, no publication need be annually made of its debts and liabilities. INSURANCE COMPANIES— MUTUAL MARINE. 1881, ch. 126, § 7. (Note. In copying the general powers, § 13 (4), insert " trustees " where " treasurer" occurs. In § 14 omit paragraphs (3), (4), (5), (6), (7), (9), (10,) and in paragraph (8) omit "discount notes or bills," and add to said paragraph "^or engage in the business of banking.") Sec. 52. "Special provisions. (1) What eisks MAY BE ASSUMED. Said Corporation, chartered as aforesaid, shall have power to make insurance on freights, goods, wares, merchandise, specie, bullion, jewels, commissions, bank notes, bills of exchange in transit, bottomry, respondentia, marine risks, and risks of transportation of every character whatever 52 INSURANCE COMPANIFS — MARINE. [See. 52. which risks said corporation shall have power to re- insure. "(2) May take mortgages and invest surplus. To take and hold mortgages upon real estate to secure debts due ; to invest surplus funds in interest-bear- ing securities or notes. "(3) Subscriptions to guaranty fund. Said cor- poration shall take notes from subscribers to a guar- anty fund, and shall have power to make calls for payment of cash upon those notes until fully paid. "(4) Assured to participate in profits. Cer- tificates to be issued. Parties insuring in said cor- poration shall be entitled to participate in the profits thereof, and receive certificates for the amounts of such profits, which shall be transferable alone upon the books of the company, and stiall so state upon their face, and such certificates shall be chargeable for future losses to the amount thereof, and may bear interest at six per cent, per annum. "(5) Certificates to be redeemed out of excess OF profit over $100,000. Until the profits of such company reach $100,000 no certificate shall be re- deemed, but certificates may be redeemed out of the excess of profits over that sum, commencing by re- deeming them in the order issued. "(6) Form OF certificate. The certificate may be in the following form :" is entitled to $ , to be redeemed when the profits of this company exceed $100,000, and then only in the order of its issuance, transferable alone on the books of this company." "(7) Certificates OF MEMBERSHIP. Certificates of membership may be issued, based upon subscriptions 53 Sec. 52.] CORPORATIONS FOR INDIVIDUAL PROFIT. to the guaranty fund, and certificates of profits or return premiums. "(8) Sundry provisions. The corporation shall fix the amount of guaranty fund, but at not less than $100,000 ; provide a contingent fund ; provide how and when payments shall be made by the subscribers to the guaranty fund ; upon failure to pay the amount subscribed as and when called, to institute and main- tain suit therefor. "(9) Liability of subscribers to guaranty fund. Dividends limited to ten per cent. Each subscriber to said guaranty fund shall be liable to the full amount of the subscription thereto by him or thein made, and at the suit of any creditor of said corpo- ration, but only after the refusal of the corporation to pay ; the guaranty fund in no event shall be less than $100,000, but may exceed that amount. No dividend shall be declared upon the guaranty fund exceeding ten per cent, per annum. "(10) Board of trustees. The Board of Trustees shall consist of not less than ten persons, to be elected by the subscribers to the guaranty fund and holders of certificates of profits for each sum of $50 ; the subscriber or holder shall be entitled to one vote. "(11) Annual statement? to be made up. An annual statement of the condition of the company shall be made showing all disbursements and receipts, the correctness of which shall be attested by the Sec- retary, and the books shall show all transactions of the company and the proceedings of the trustees ; they shall at all times be open to holders of certificates of profit or return premiums. 54 INSURANCE COMPANIES — MARINE. [See. 52. "(12) Subscribers not to be released. No sub- scriber to the guaranty fund shall be released from liability to the full amount of his or their sub- scription, except by payments on account thereof, [or as hereinafter provided.] "(13) New guarantor may be substituted by consent of trustees. [1883, ch. 254. Before any person or persons shall be relieved and discharged from said guaranty, and other person or persons shall enter into an obligation similar to the original obli- gation, said substituted guarantor or guarantors shall be in every way acceptable to the Board of Trustees of the company of which he or they may offer to be- come guarantor or guarantors, and the consent of said Board to the substitution be obtained. "(14) Obligation of substituted guarantor to be registered. [Ibid. When any person shall be thus substituted as guarantor, and the consent of said Board obtained thereto, said obligation of guar- anty shall be acknowledged before the Clerk of the County Court of the county in which the company is located, and the same, together with the action of the Board of Trustees, shall be registered in the office of the Register of said county. "(15)0riginal guarantor released. [Ibid. When said obligation of guaranty shall have been acknowl- edged and registered, the guarantor or guarantors de- siring to retire and be relieved, shall be relieved from all liability upon th« guaranty accruing subsequent to the acknowledgment and registry of said substi- tuted obligation, and the substituted guarantor or guarantors shall be and become liable for all subse- 55 Sec. 52.] CORPORATIONS FOR INDIVIDUAL PROMT. quent losses and damages, and entitled to all the ben- efits of said Act in as full a manner as though he or they had originally signed the obligation of guaranty. "(16) Liability of remaining guarantors not IMPAIRED BY DISCHARGE OF OTHERS. [Ibid. Dis- charge of some guarantors, under the provisions of this Act, shall in no wise impair the liability of the remaining guarantors, but all such guarantors shall be and remain liable upon this obligation in as full manner as though no substitution had been made. "(17) Substituted guarantor may be relieved. [Ibid. At any time any substituted guarantor may be relieved and another guarantor substituted in his stead, upon such steps being taken as are re- quired by this Act in cases of first substitution, and no substitution shall impair the obligations of the remaining guarantors. "(18) May substitute for part of obligation. [Ibid. At any time any guarantor shall have the right to redeem the amount of his guaranty by substituting another person or persons who are will- ing to assume a portion of his obligation ; Provided, said proposed guarantor or guarantors shall be ac- ceptable to the Board of Trustees, and its consent obtained thereto, which substituted guaranty shall be acknowledged, and it and the consent thereon reg- istered, as required in (14) of this Act, and said re- demption and substitution shall in no wise impair the obligation of the other guarantors. (See note §55.) "(19) May substitute for deceased guaran- tor. [Ibid. Should any guarantor die, then the 66 INSURANCE COMPANIES MARINE. [See. 54. Board of Trustees shall have the power to substitute another guarantor or guarantors in the room of such deceased guarantor, which substituted guarantor shall •sign and acknowledge the proper obligation of guar- anty, which, together with the action of said Board, shall be registered as provided in paragraph (14) above, and the estate of the deceased guarantor shall thereafter cease to be liable for the subsequent losses and damages and shall not thereafter be entitled to any further benefits of said Act, and such substitu- tion shall in no wise impair the obligation of the other guarantors.] "(20) Eight TO AMEND OR REPEAL RESERVED. This charter may be repealed or amended, and in case of fundamental amendments, if not accepted by the subscribers to the guaranty fund and holders of cer- tificates of profit or return premiums, then said com- pany may be wound up, or the interest of those dissenting from such amendments purchased by those who accept them, or are willing to do so; Pro- vided, the guaranty fund is always kept at $100,000." Sec, 53. Charter not to be granted until $100,- 000 subscribed to guaranty fund. No charter for a mutual marine insurance company shall be granted and issued under this Act until not less than ten or more persons shall have made, signed and delivered their written obligations subscribing-at least $100,000 as a guaranty fund to pay any and all risks of in- surance made by said company, and a certified copy thereof is filed in the office of the Secretary of State with the applications for charter. Sec. 54. Amendments to be adopted by com- 57 Sec. 55.] CORPORATIONS FOR INDIVIDUAL PROFIT. pany. [1883, ch. 254, Sec. 8. Before the amendments contained in § 52 (13) to (19), inclusive, above, shall apply to any corporation already organized under the Act which this is intended to amend, the Board of Trustees of such corporation shall adopt it as a part of their charter, which Act shall be signed and acknowledged by the Trustees, and registered as now required in cases of amendment of charter.] Sec. 55. Guaranty fund may be reduced. [Ibid. Should any company, already organized un- der the Act which this is intended to amend, have a guaranty fund exceeding one hundred thousand dol- lars; said company may by vote of its Board of Trustees redeem* its guaranty fund and allow any guarantor or guarantors to retire therefrom and be released from their guaranty, or allow any guarantor or guarantors to redeem* the amount of his or their guaranty : Provided, that the guaranty fund of said company shall at no time be less than said sum of one hundred thousand dollars, and such retirement and release or reduction, by said guarantor or guar- antors, shall in nowise affect the liability of the re- maining guarantors, but they shall remain liable as fully as though no such action had been had.] *Tlie word "redeem" was not in this bill as it passed the Legislature, but was substituted for "reduce" in the final engrossment, and was so ap- proved by the Governor. It is plainly a clerical error. It occurs also in §62 (18.) 58 JOCKEY CLUBS. [SeC. 57. INSURANCE COMPANIES— LIVE STOCK. 1889, ch. 176. Sec. 56. " Be it enacted, etc., That the organization of insurance companies for the purpose of insuring the lives of live stock is hereby authorized in this State." (Note. For regulations, etc., see the Act cited. It does not indicate how corporate functions may be assumed or exercised, and makes no reference to the Act of 1«75. It is inserted in this place for informa- tion, and not as part of that Act.) JOCKEY CLUBS. 1883, ch. 39. Sec. 57. Special provisions. " (1) May hold REAL ESTATE FOR TRACKS, OFFER PREMIUMS, ETC. The said company has power to purchase or lease and keep a race track and grounds for training and run- ning horses, and for games of polo, base-ball, cricket and other such exhibitions, with power to offer and pay purses for competition in running, trotting or pacing races, and in other competitions and exhibi- tions of quality of blood or speed, whether for racing or otherwise. "(2) May hold fairs. [1885, ch. 90. It also has power to exhibit and display the products of agricul- tural, horticultural and mechanical arts.] "(3) May adopt rules and regulations. To adopt rules and regulations for the government of its race meetings and other exhibitions, to fix and charge admission fees to its grounds, and charges for entry of horses, and to make all other proper rules and 59 Sec. 57.] CORPORATIONS FOR INDIVIDUAL PROFIT. regulations for the maintenance of order, and to en- force the same. "(4) Corporators to elect opficess and act as DIRECTORS. The said corporators shall, within a con- venient time after the final registration of this char- ter, elect from their number a president and secretary and treasurer (the latter not necessarily to be stock- holders, and with the option to combine the two into one), said president and the other corporators to constitute the first board of directors. "(5) Directors to open subscription books and ■CALL stockholders' MEETING. The Bald board may fix the amount of the capital stock of the company, and the number of shares in which the same may be divided, and under their direction stock subscription books may be opened, and when the amount of stock fixed by said board shall have been subscribed, the said president and board shall call a stockholders' meeting, of which ten days' notice, personal or by advertisement shall be given, at which meeting bus- iness pertinent to a stockholders' meeting can be transacted. "(6) Directors MAY INCREASE CAPITAL. The board of directors may, at any time, increase the capital stock of the companj', if in their judgment the in- terests of the corporation require such increase. (See §24. "(7) Stock declared personalty. The stock of said company is to be deemed personal property." 60 LEVEE COMPANIES. [SeC. 58. LEVEE COMPANIES. Act of 1876, § 16. Sec. 58. Special provisions. "(1) Puepose and LOCATION. This company is organized for the pur- pose of constructing a levee" (here state the locality and probable length of the levee, the river, stream or lake along the banks of which the levee is to be con- structed.) "(2) May condemn private property. The cor- poration shall have the right, in pursuance of the general law authorizing the condemnation of private property for works of internal improvements, as set forth in §§ 1325 to 1348 of the Code, both inclusive, to appropriate as an easement the right of way, not exceeding two hundred feet over the land of any per- son through which the line or course of said levee may pass. (1325 to 1348 of the Code, to be here literally copied and inserted. See chapter 8 of this compilation.) "(3) May receive donations or subscriptions. The said corporation may receive donations or sub- scriptions for the purposes aforesaid, it being the in- tent of this Act to form an association and invest it with the necessary powers to prevent submersion of lands along the banks of water-courses. "(4) Map of proposed levees to be submitted to and approved by County Court. In order to secure a uniform and continuous system of levees, and to prevent partial reclamations of lands from overflow, throwing, by such partial levee, the waters upon other lands or tracts, said corporation, when the line of levee has been fixed by the engineer, shall present 61 Sec. 59.] CORPORATIONS FOR INDIVIDUAL PROFIT. the same with maps, etc., to the County Court of the county where the levee is located, and the same must be approved by said County Court, before the work is undertaken. "(5) May receive lands in payment for stock. The said corporation may receive in payment for stock at fair cash valuation, any lands in said coun- ty or State." LIVE STOCK COMPANY. 1887, ch. 163. Sec. 59. Special provisions, "(1) Purpose and location. This company is organized for the pur- pose of purchasing, owning, improving, breeding, selling, and dealing in live stock in the county, or town, of . "(2) May own race track for its own purposes only. It shall have power to own and construct tracks for training and improving the speed of horses, such tracks to be used simply for training and devel- oping the speed of their own stock, and if used oth- erwise to be taxed as other public tracks. "(3) Live stock may be taken in payment of sub- scriptions. Live stock may be taken in payment of any part of the capital stock at a fair valuation." MERCHANDISING COMPANY. 1887, ch. 139. Sec. 60. Special provisions. " This company is organized for the purpose of carrying on the trade of merchants." 62 MINING AND MANUFACTURING. See. 61. MINING AND MANUFACTURING COMPANIES. Act of 1875, §11. Sec. 6i. The following are the special provisions in charters for carrying on the business of mining for coal, copper, lead, zinc, mica, iron or other ore or mineral, including the operation of quarrying for slate, limestone or marble. Also in charters for sinking shafts or boring for petroleum, rock oil, salt water or other valuable liquid hidden in the earth. And also the business of manufacturing any raw material by the aid of machinery, into articles suit- able for use, as cotton or woolen factories, for mak- ing bagging and bale rope, or iron bands, for baling cotton, foundries, rolling mills, blast furnaces, the manufacture of utensils, farming implements or other articles, whether from wood or iron, and in general, the carrying on of any other business prop- erly coming within the definition of a manufactory. Special provisions. "(1) Nature of proposed BUSINESS. This company is organized for the purpose of carrying on the business of "(here state the nature of the business, whether mining, the sinking of shafts or the business of manufacturing). "(2) May take private property. The said cor- poration shall have the right, in pursuance of the general law authorizing the condemnation of private property for works of internal improvement, as set forth in §§ 1325 to 1348, inclusive of the Code, (see chapter 8) to condemn a right of way necessary for the transaction of the corporate business, not ex- ceeding thirty feet in width, over the lands of any 63 Sec .61.] CORPORATIONS FOR INDIVIDUAL PROFIT. private person or corporation and such right of way is hereby declared to be a public road. "(3) May erect and operate elevators, trans- fer TRACKS, etc. [1883, ch. 144. It shall have the power to erect on its own lands elevators, hoists, warehouses and transfer tracks, and operate the same for the elevation, storage and transfer of material, goods, wares and merchandise for the public, and may charge and collect reasonable compensation therefor.] "(4) May raise and deal in agricultural pro- ducts, operate mills, etc. [1877, ch. 104,- Sec. 3. It shall also have power to raise, buy sell, and deal in agricultural products, operate flouring, and other mills, and deal in merchandise.] "(5) Annual statement to be published. An- nually, during the month of January, the President shall make and publish in a newspaper printed in the county where the principal office of business is located, or if no newspaper is printed in that county, then in an adjoining or the nearest county where a newspaper is printed, a sworn statement, showing the amount of the capital stock and the existing liabili- ties and a list of the names of the stockholders. "(6) Stock — how paid for. Nothing but cash shall be taken in payment of any part of the capital stock, or land at a fair cash valuation. [1881, Ex. Sess. ch. 7, or, if a manufacturing company, any pat- ent to the amount of the value thereof, as agreed upon by the subscriber and the corporation.] "(7) Loans to stockholders prohibited. Direc- tors LIABLE FOR. No loan of money shall at any 64 MANUFACTURING AND MINING. [See. 61. time be made to any stockholder thereof, and any such loan shall render the Directors consenting thereto individually liable for the amount thereof; this liability to extend in favor of innocent stock- holders as well as creditors. "(8) Publication OF FALSE statement; liability FOR. The making of a false statement to be printed as aforesaid, shall render all persons assenting there- to individually liable to all persons dealing or trad- ing with said company, upon the faith of said fraud- ulent statement. "(9) Indebtedness not to exceed paid up capital If the indebtedness of said company shall at any time exceed the capital stock paid in, the Directors assenting thereto, shall be individually liable to the creditors for said excess. "(10) Stockholders liable for wages of em- ployes. The stockholders are jointly and severally liable individually at all times, for all moneys due and owing to the laborers, servants, clerks and opera- tives of the company, in case the corporation be- comes insolvent. "(11) Assenting directors liable for unau- thorized dividends. If the Directors declare and pay any dividend' when the company is insolvent, or which declaration of a dividend would diminish the amount of the capital stock, they shall be jointly and severally liable to creditors for the amount of divi- dends thus declared. Any Director may avoid liabil- ity by voting against the dividend, or by filing his objections in writing as soon as he ascertains a divi- dend has been made.". 65 g Sec. 62.] CORPOBATIONS FOR INDIVIDUAL PROFIT. Sec. 62. Patents taken in payment for stock. [188] , Ex. Sees. ch. 7. Any manufacturing company, heretofore or hereafter incorporated, may receive the aesignment of any patent in payment of any stock subscribed, to the amount of the value of the said patent, as agreed on by the subscriber and the cor- poration.] Sec. 63. Amendments, how accepted. [1883, ch., 144. Any corporation heretofore chartered under the Act of 1875 shall have the right, upon an affirmative vote representing a majority of the stock at a general meeting called for that purpose, to incorporate the powers conferred by § 61 (3) in its charter, by the board of directors copying said amendment, and making an .application and proceeding as prescribed in §§24, 25.] MANUFACTURING COMPANIES. 1881, Ex. Bess. ch. 7. Sec. 64. Special provisions for companies for man- ufacturing brick, tiles, gas retorts, or any other articles of use to be manufactured from clay or earth ; also for the purpose of manufacturing starch, glue, bone-dust, powder, and in general the carrying on any business that comes within the definition of a manufacturing enterprise : "(1) Nature OF THE PROPOSED BusiNFSs. This char- ter is obtained for the purpose of carrying on the business of" (here set forth the nature of the busi- ness to be conducted.) "(2) May acquire and dispose of patent rights. Said company shall have the right to purchase, use or dispose of such patent rights as may be necessary 66 MANUFACTUBING COMPANIES. [SeC. 64. or useful in its business in as full and ample a man- ner as is now allowed by law to individuals. "(3) May take mortgages and puechase mort- gaged REAL estate. It shall also have the power to take and hold all such real estate as may be mort- gaged to it or conveyed in trust to secure any debt due to the corporation arising from a sale and pur- chase of its territorial right under letters patent, and the said corporation shall have the power to purchase any such real estate at any sale thereof, and the same to hold, sell, or otherwise dispose of as the said cor- poration may deem best. "(4) Annual statement of condition. Annu- ally, during the month of January, the president shall make, and the secretary shall spread upon the minutes, a statement, attested by two or more of the directors, showing the amount of the capital stock, the existing liabilities, and a list of the stock- holders. "(5) Loans to stockholders forbidden. Divi- dends. No money shall be loaned at any time to any stockholder thereof, nor to any one else, but a divi- dend must be declared whenever there is an amount sufficient in the hands of the treasurer to pay four per cent, on the capital stock, and any such loan or failure to declare and pay a dividend, shall render the directors assenting thereto individually liable for the amount thereof ; this liability to extend in favor of innocent stockholders as well as creditors. "(6) Debts not to exceed paid up capital. If the indebtedness of said company shall at any time exceed the capital stock paid in, the directors assent- 67 Sec. 65.] CORPORATIONS FOR INDIVIDUAL PROFIT. ing thereto shall be individually liable to the credit- ors for such excess. "(7) Stock may be paid for with patent. The company may receive the assignment of any patent in payment of any stock subscribed to the amount of the value of said patent, as agreed on by the sub- scriber and the corporation." PAWNBROKERS' ASSOCIATIONS. Act of 1875, §15. (Note. In copying § 14 (8) omit the words, " pos- sess the power to discount notes or bills, deal in gold or silver coin, or issue any evidences of debt as cur- rency.") Sec. 65. Special provisions. "(1) May loan on pledges, real estate, etc., receive deposits, deal IN exchange, etc. It shall have power to make loans on pledges of any kind or nature ; to loan money on bottomry and respondentia security, at marine inter- est ; to deal in bullion, stocks and public securities ; to make loans on real estate, stocks and personal property, discount notes and acceptances, buy and sell bills of exchange, receive money on deposit, and to use its capital and funds in any lawful manner, within the general scope of the purposes of its crea- tion. "(2) May convey, etc., its real estate. It shall have power to lease, mortgage, sell and convey, or to create any form of lien upon the property of said company, real, personal or mixed, by a vote of the general Board of Directors, two-thirds consenting thereto, by deed or any other instrument of writing) 68 PLUMBING AND HEATING COMPANIES. [See. 66. iu due form of law, signed by th.j president or any other duly authorized officer. "(3) Control and custody of assets. All the assets of said corporation, including the money, notes, bonds, mortgages, deeds of trust, and other securities, shall be under the control of the general Board of Directors, and in custody of the treasurer or such other person or persons as the said Board may direct. "(4) Publication of annual statement. Annu- ally, during the month of January, the president Shall make out and publish, not less than three times, in a newspaper printed in the county where the prin- cipal office of the company is located, or if no news- paper is printed in that county, then in an adjoining or the nearest county where a newspaper is printed, a statement showing the amount of capital stock, what amount there has been paid in cash, the outstanding liabilities and the exact condition of the company. "(5) Liability for false statement. The mak- ing of a false statement, to be printed as aforesaid, shall render all persons assenting thereto, individu- ally liable to all persons dealing or trading with said company upon the faith of said fraudulent state- ment." PLUMBING, HEATING AND PIPE-FITTING COMPANIES. 1891, ch. 118. Sec. 66. Special provisions. "(1) Location and nature of business. This company is organized for the purpose of carrying on the business of plumbing, heating, steam and gas fitting iu the town (city or county) of . 69 sec. 66. ] corporations fob individual profit. "(2) May make and deal in fixtures, etc., con- struct WORKS, BUY patents, ETC. Said corporation, in carrying on the business of plumbing, heating and steam and gas fitting, may manufacture, buy and sell all fixtures, apparatus, material and machinery nec- essary and pertinent to said business, and may con- tract for the construction of and may construct gas, water, sewer and drainage works, and all connections and fittings with such works, and lay pipes, furnish fixtures and appliances, and erect machinery therefor, and may buy, own and sell devices, inventions, pat- ent rights and privileges appertaining to said "corpo- rate business and useful in carrying it on. "(3) May make and deal in tools and machinery, and erect furnaces, ETC. It may make, own, buy, sell and deal in all tools, materials, machinery, man- ufactured articles and appliances useful and proper in said business. It may erect furnaces, heaters or other appliances and apparatus for the warming and heating of buildings, and may erect fire escapes or other appliances for safety. "(4) May make and deal in mill machinery and SUPPLIES. It may make or buy and sell and erect mill machinery, and furnish mill supplies in the gen- eral line of its business. "(5) May take certain property in payment of SUBSCRIPTIONS. Property which said corporation may need or own for carrying on its business may be re- ceived in payment for any stock subscribed to the amount of its value, as the same may be agreed on by the subscriber and the corporation." 70 PACKING AND SLAUGHTERING COMPANIES. [SeC. 67. PACKING, PROVISION AND SLAUGHTERING COMPANIES. 1881, ch. 126. Sec. 67. Special provisions. "(1) Nature of BUSINESS. The business of said csmpany shall be the buying and slaughtering of live stock, and the buying of meats for curing and rehandling, packing and manufacturing into all forms known to com- merce. "(2) Stockholders liable for wages. The stock- holders are jointly and severally liable, individually, at all times, for all moneys due and owing to the labor- ers, servants, clerks and operatives of the company, in case the corporation becomes insolvent. "(3) Directors liable for debts in excess of the amount of paid up capital. If the indebtedness of said company shall at any time exceed the capital stock paid in, the directors assenting thereto shall be individually liable to the creditors for said excess. "(4) Directors liable for unauthorized divi- dend. If the directors declare and pay any divi- dend when the company is insolvent, which declara- tion of dividend would diminish the amount of the capital stock, they shall be jointly and severally liable to creditors for the amount of dividends thus declared. Anj' Director may avoid liability by vot- ing against the dividend, or by filing his objections in writing as soon as he ascertains a dividend has been made : Provided, said Director refuses the dividend." 71 Sec. 68.] CORPORATIONS FOR INDIVIDUAL PROFIT. POULTRY AND EGG COMPANIES. 1889, ch. 122. Sec. 68. Special provisions. "This charter is ob- tained for the purpose of forming a corporation to carry on the business of raising and dealing in poul- try and eggs." PRINTING AND PUBLISHING COMPANIES. Act of 1875, §21. Sec. 69. Special provisions. ;"(1) May do print- ing BUSINESS AND DEAL IN ARTICLES INCIDENTAL THERE- TO. [1885, ch. 157. The said company shall have the power to purchase types, presses, paper, etc., for the purposes of printing newspapers, books, pam- phlets, etc., and in general to execute all orders for printing books, and the execution of all orders for job work usually undertaken and performed in first- class printing and publishing associations, and said company shall have the privilege of dealing in arti- cles of similar classes to those manufactured by the company itself, and also in articles necessary or properly connected therewith; nothing herein shall be construed to exempt such corporation from pay- ment of a privilege tax on their business as deal- ers.] "(2) Directors liable for fraudulent misman- agement. Any declaration of dividends when the company is insolvent, or any fraudulent mismanage- ment of the assets of the corporate affairs, shall render the Directors assenting thereto individually liable to any creditor of said company who may be thereby injured. 72 RAILROAD COMPANIES. [See. 70. "(3) Stockholders LIABLE FOR WAGES. The stock- holders shall be individually liable to journeymen for wages, and also to all other servants and employes of said company. "(4) Debts not to exceed paid up capital. No debt or liability shall be contracted to an amount exceeding the capital stock of the company. "(5) Books open to inspection. Any creditor or stockholder shall have the right to inspect the books of the company." RAILROAD COMPANIES. Act of 1875, §6. Sec. 70. Special provisions. "(1) Purpose and LOCATION. This company is incorporated for the pur- pose of constructing a railway from in the county of , to , in the county of . "(2) May CONDEMN private property. The said cor- poration shall have the rights, in pursuance of the gen- eral law, authorizing the condemnation of private property for works of internl improvement, as set forth in §§ 1325 to 1348 in the Code, both inclusive, to appropriate as an easement the right of way, not exceeding two hundred feet, over the land of any person through which the line of the track may be located — (said Sections of the Code to be here liter- ally copied and inserted. [See Chapter 8.] "(3) GuAGE. The corporation is authorized to^ adopt such guage as it may prefer. "(4) Charge FOR transportation. The charge for transportation shall -not exceed twenty-five (25) cents per hundred pounds on heavy articles, and (10) cents per cubic foot on articles of measurement, for every 73 Sec. 70.] CORPORATIONS FOR INDIVIDUAL PROFIT. hundred miles transported, and four (4) cents per mile for every passenger, with power to make special contracts with shippers on their roads, in regard to rate of freight, so as not to exceed the amounts herein designated. "(5) Not to interfere with travel on highways. The line or track of the road shall be so constructed as not to interfere with the convenient travel of the public along the highways, county roads, streets, and alleys of cities, towns, and villages, and so as to allow carts, wagons, carriages, and other vehicles, conveniently and safely to pass over or under the line or track, and so as not to interrupt traveling on foot or horseback, or in vehicles of any kind, from the necessary and proper use of the public road, street, or alley, in the usual and proper mode for their con- venience. "(6) Warning boards AT CROSSINGS. Boards, well supported by posts or otherwise, shall be placed and constantly kept across each public road when the same is crossed on the same level by the track of the railway, the boards to be elevated so as not to ob- struct travel ; and on each side of said board there shall be painted, in large letters easily to be seen by the traveler, the words, " Eailroad crossing, look out for the cars." "(7) Subject to regulation by municipalities. Said boards need not be put up at the crossing of streets and alleys in cities, towns, and villages, but such railroiid company shall besubject to such proper regulations made by municipal authorities in pursu- ance of general municipal powers regulating speed 74 HAILROAD COMPANIES. [See. 70. passage, and flagmen in such municipalities ; and at crossings, and where there are sidings and switches, the whistle shall always be blown at a distance of not less than two hundred and fifty yards from every crossing of a public road. "(8) Private crossings and cow-gaps. "When land on both sides of the track is owned by the same proprietor, convenient crossing shall be- made and kept up at the expense of the corporation for the use of said proprietor, and all necessary cow-gaps made. "(9) Time schedules and transportation facili- ties. The Board of Directors shall fix regular times for the running of trains for the transportation of passengers and property, and shall furnish sufficient accommodation for their safe, comfortable, and con- venient transportation, and shall take, transport, and discharge such passengers and property at, from, and to such places on the due payment of freights, tolls, and fare legally authorized to be charged therefor. "(10) Damages for failure to carry or deliver. Im case of the refusal of said corporation, their offi- cers or agents, to take and transport any passenger or property, or to deliver the same, or either of them, at the regular and appointed time, such corporation shall pay tfi the party aggrieved all damages thereby suffered, with costs of suit. "(11) Passenger refusing to pay may be ejected. If any passenger refuse to pay his toll or fare, the conductor may put him off the cars at any station or convenient point where said passenger can step on land. "(12) Discrimination forbidden. The corporation 75 Sec. 70. CORPORATIONS FOR INDIVIDUAL PROFIT. shall make no contracts giving any person a prefer- ence in the speedy shipment of freights. "(13) Cabs from other roads. This corporation shall receive on their road full freighted cars from other roads, and transport them, without breaking bulk, to the place of destination, charging for the goods, wares, and merchandise therein no greater rate of freight than is charged for similar goods, wares, and merchandise in their own cars, and return said cars free of charge, provided the cars thus to be received are good and substantial, and also provided the distance said wares and merchandise are to be transported is not less than twenty miles. "(14) First board of directors. Election of of- ficers BY. The said five or more corporators [1887, ch. 4, a majority of whom may act] shall, within a convenient time after the registration of this charter in the office of the Secretary of State, elect from their number a president, and secretary, and treasurer, or the last two officers may be conbined into one, and shall not necessarily be stockholders, said presideitt and the other corporators to constitute the first Board of Directors. "(15) Capital stock, subscriptions, etc. The Board of Directors may fix the amount^, of capital stock of the company, and the number of shares into which the same may be divided; and under their direction subfcription books may be opened to ob- tain stock, all other persons having an equal right with said original corporators to subscribe for stock until the full amount of said capital stock is sub- scribed. 76 railroad companies. [sec. 71. "(16) Notice of first stockholders meeting. When a sufficient amount of stock is subscribed, no- tice, personal or by advertisement in a newspaper, published where the principal office of the corpora- tion i» to be kept, is to be given of the time and place for an election of officers. "(17) Majority to control. The result of all elections is to be determined by a majority of the votes cast, each share to represent one vote. "(18) May increase CAPITAL STOCK. The Board of Directors may, at any time, increase the capital stock, if the necessities of the corporation, in their estima- tion, require said increase. "(19) May enter upon private lands to make sur- veys. The company, by its officers and agents, may enter upon the lands of private persons for the pur- pose of making surveys, estimates, and location of route. "(20) Stock to be personalty. The stock is to be impressed with the character of personal prop- erty." Sec. 71. Amendment providing for branch road. [1889, ch. 158. Any railway corporation chartered under the general laws of the State of Tennessee which may desire to build a branch road or branch roads from its main stem shall have the right to do so by the Board of Directors of said corporation copying said amendment and making an application as in § 24, for •power " to build or construct a branch road from , on the main stem of their railroad to a terminus at ." If more than one branch is to be built vary the form to suit. This amend- 77 Sec. 72.] CORPORATIONS FOR INDIVIDUAL PROFIT. ment, when duly probated, registered, etc., as required by law for other amendments shall have the like effect as set forth in § 25. Sec. 72. Limitations of this Act. [Ibid. Noth- ing in this Act shall be so construed as to make it lawful for any railway corporation to purchase or consolidate itself with any competing line of railway, whether constructed or in course of construction ; provided, that nothing in this Act shall be construed to exempt railroad companies from paying State county, or municipal taxes upon such extensions or branches.] Sec. 73. Change of termini. [1887, ch. 39. Any railroad company incorporated under the general laws of this state may, by resolution of its Board of Directors, change either terminus of its line of rail- road at any time before the final location of the same. Said resolution shall be certified by the pres- ident and secretary of the company under its corpo- rate seal, and filed and registered in the office of the Secretary of State, and when the Secretary of State certifies to the registration of the same, under the Great Seal of the State, the amendment shall be com- plete, and take effect as if originally incorporated in the charter of the company.] RAILROAD COMPANIES— INCLINED RAILWAYS. 1887, ch. 16. Sec. 74. Special provisions. "(1) Purpose, lo- cation, GRADE, POWER. This corporation is formed for the purpose of constructing and operating an inclined cable road or cog railroad from in 78 EEAL ESTATE COMPANIES. [SeC. 75. the county of , to , in the county of , with a maximum grade of not less than one thousand feet per mile, to be operated by stationary steam power, water power, or locomotive power. (2) [The remainder of the " Special Provisions" are identical with those in the foregoing charter of railroads (§ 70 (2) to (20), inclusive) which copy here, with the following exceptions and alterations : Width op easement. In (2) change " two hun- dred " to " one hundred." Omit (4) and insert the following instead : "(4) Chaeges foe teanspoetation. The charge for transportation shall be not exceeding eight cents per hundred pounds on heavy articles, and three cents per cubic foot on articles of measurement, per mile, and at the same rate for each fraction of a mile, and not exceeding fifty cents per mile for each passenger, and at the same rate for each fraction of a mile, with power to make special contracts with shippers and passerigers on their roads in regard to rate of freight, and so as not to exceed the amounts herein desig- nated." Omit (13). In (14) omit the words "a majority of whom may act." REAL ESTATE IMPROVEMENT COMPANIES. 1885 ch. 78. Sec. 75. Special provisions. "(1) Nature of BUSINESS AUTHORIZED. This Company is chartered for the purpose of purchasing, owning, improving, using, occupying, renting, leasing, enjoying and con- veying real estate, not exceeding in amount or size a 79 Sec. 76.] C08P0EATI0NS FOR INDIVIDUAL PEOFIT. lot or parcel of ground one hundred and fifty feet square. "(2) Other POWERS. It shall also have power to purchase, own and convey all such machinery, mate- rials and other personal property as may be pertinent, useful and necessary to the use, occupation and en- joyment of the real estate, buildings and improve- ments owned by them." RECLAMATION AND DRAINAGE COMPANIES. 1883, ch. 249. Sec. 76. Special provisions. "(1) Nature of PROPOSED BUSINESS. This company is chartered for the following purposes, to- wit : To purchase, hold and own overflowed lands on any water course in the State, for the purpose of reclaiming said lands by making levees, embankments, or by other means of protecting said lands from overflow. "(2) May own necessary outfit of tools, etc. The corporation shall have full power, not only to purchase and hold such overflowed lands, but to purchase, hold and use animals, machinery, materials) etc., for building levees, or by other means protecting the overflowed lands from such overflow;" SEWER AND DRAINAGE COMPANIES. 1879, ch. 154. Sec. 77. Special provisions. "(1) Nature and location op proposed business. The business of the said company shall be to build, establish, and con- struct sewers and drains in or near the town, city, vil- lage or taxing district of" (here insert the name). 80 SEWEEAfiE AND DRAINAGE COMPANIES. [See. 77. "(2) May lay pipes in streets and alleys. To enable the company to establish such sewers and drains, they are hereby authorized and empowered to lay down and construct sewer pipes or ways and drains, and extend conductors through the streets, lands, and alleys of said town, city, village, or taxing district, in such manner, however, as to produce the least possible inconvenience to the town, city, village, or taxing district, or its inhabitants, and to take up pavements and sidewalks ; provided, they shall repair the same with the least possible delay, and in the manner provided by the ordinances and regulations of said town, city, village, or taxing district. "(3) No NUISANCE TO BE CREATED. The works and operations of said company shall be so constructed and managed that no unnecessary annoyance shall accrue thereupon to the health and comfort of the inhabitants of said town ; and nothing in this Act shall be so construed as to absolve the company, its officers or agents, from any legal proceedings to re- strain or abate any nuisance arising from such works or operations. "(4) Penalty foe injury to property. If any person or persons shall injure or destroy any portion of the sewers, pipes, ways or drains, or other property belonging to said company, or shall wilfully open a communication into the same or the conductors thereto, such person or persons shall be liable for all damages sustained by such proceedings and also to a penalty, not exceeding five hundred dollars and not less than three hundred dollars, upon conviction be- 81 h Sec. 78.] CORPORATIONS FOR INDIVIDUAL PROFIT. fore any Justice of the Peace of .the county where said company is located. "(5) Reserved eights of the municipality. This charter shall not be construed as conferring upon said corporation any rights or privileges which shall in any way or manner, impair or embarrass the right of any town, city, village or taxing district, in or near which said company may be located, to construct and establish a general system of sewerage for the benefit of the whole of said town, city, village or taxing dis- trict." STEAMBOAT PACKET COMPANIES. Act of 1875, §24. Sec. 78. Special provisions. "(1) Nature of business authorized. The said company is author- ized to build or purchase steamboats, and ply the same from one to another town or city in this state, or beyond the limits of the state ; receive and carry freight and passengers ; issue bills of lading in the corporate name ; make all contracts for the purchase of supplies for said steamboat, or steamboats ; and in general to do and perform all acts connected with the running of steamboats or packet lines. "(2) Subject TO law of common carriers. The geDeral laws upon the subject of common carriers are applicable to the rights and duties of said corpo- ration, its officers and agents. "(3) Individual liability of agents for torts. In addition to the corporate liability, if any officer ■ or agent of the company is guilty of gross negligence or recklessness, whereby injury occurs to any passen- 82 STOCKYARDS COMPANIES. [See. 79. senger, said passenger, or his administrator, in case death results from the injury, shall also have a fur- ther right of action against said ofi&cer or agent guilty of gross negligence or recklessness, as aforesaid. •"(4) Stockholders liable for wages of em- ployes. The stockholders shall be individually liable for all debts due to the hands and other em- ployes in the service of said company. "(5) Directors liable fcr unauthorized divi- dends. The Directors are to be individually liable to creditors of the company, if dividends are declared when the company is insolvent, or if there is any other fraud in the management of the affairs of said company. "(6) Debts limited. No debt shall be contracted by any officer or agent of the company, unless the assets on hand are deemed ample for its discharge. . No debt or liability shall be contracted beyond the capital stock of the company." STOCKYARDS COMPANIES. 1881, ch. 126. Sec. 79. Special provisions. "(1) Nature of BUSINESS. The business of said company shall be receiving, feeding, weighing, shipping, selling, hand- ling, and caring for live stock of all kinds, and the erection of such buildings as may be necessary for the conduct of the business of the company. "(2) Loans to stockholders prohibited. The loan of money shall not at any time be made to any stockholder ; any director assenting thereto shall be individually liable for the amount thus loaned, the 83 Sec. 80.] COEPOEATIONS FOE INDIVIDUAL PEOFIT. liability to extend in favor of innocent stockholders as well as creditors. "(3) Stockholdees LIABLE FOE WAGES. The stock- holders are to be individually liable for all moneys due the laborers, servants, clerks, and operatives of the company in case the company becomes insolvent. "(4) DiEECTOES LIABLE FOB UNAUTHOEIZED DIVI- DENDS. If dividends are declared when the company is insolvent, or if by declaration of dividend the cap- ital stock is thereby diminished, the directors assent- ing thereto shall be individually liable to creditors for the amount of dividends thus declared. Any director may avoid liability by voting against the dividend or by filing his objections in writing as soon as he ascertains a dividend has been made ; Provided, said director refuses to take the dividend." STREET RAILROAD COMPANIES. Act of 1875, §13. Sec. 8o. Special provisions. "(1) Puepose and LOCATION. This company is chartered for the purpose of constructing a street railroad in the incorporated town of — (here insert the name of the town) — com- mencing at — (here insert the initial terminus) — and ending at — (here insert the terminus and the general route of the road.) "(2) May conteact with city oe county foe eight OF WAY. The said company is authorized to consum- mate any contract with the city authorities of the town aforesaid, or with the County Court, if the route extends or is to be extended beyond the limits of said incorporated city, or with private individuals 84 STREET RAILROAD COMPANIES. [SeC. 80. necessary to get the right of way along the public streets of the city, or along the public roads of the county ; Provided, that no one of the streets of said city shall be used by said company, nor shall any rails be laid down, until the consent of the city authorities has been first obtained, and an ordinance shall have been passed, prescribing the terms on which the same may be done, or if the said road ex- tend into the country, the consent of the County Court must be first obtained. ( See § § 137 to 140.) "(3) Power to be used. [1887, ch. 65. The com- pany may operate said street railroad by animal power, cable car power, electricity, or may use a sta- tionary steam engine ; Provided, the consent of the city authorities be first obtained.] "(4) GuAGE. Passengers only. Fare. The com- pany is at liberty to choose the guage of the road, and the railroad track, cars and coaches shall be used only for the transportation of passengers and personal baggage, at a uniform price per head, which for person and baggage shall not exceed ten cents or the fractional part thereof, from one to the other terminus of the road. "(5) Tram rails to be used. In the construction of said road a tram rail only shall be used, and of such a description as to obviate danger of injuring wheels or axles of vehicles passing along and cross- ing said railroad tracks. (See § § 141 and 146.) "(6) May issue bonds for construction or repair. The company may issue bonds payable in such amounts at such times and places as it deems best^ with coupons attached for payment of interest, and 85 Sec. 81.] CORPOBATIONS FOR INDIVIDUAL PROFIT. may dispose of the same to raise money to construct or repair the road, and to secure payment of the same may mortgage the property, real and personal, and also the franchises of the company. "(7) Vehicles TO YIELD right. of way. Vehicles shall, at a proper signal, yield the right of way over the track and switches of said railroad, to the pass- ing cars, within a reasonable time, and it shall not be lawful to obstruct the free passage of the cars on said road, and any willful obstruction by any person shall be a misdemeanor. "(8) Fire engines and apparatus to have prior RIGHT. Priority of possession of the track is always to be given to fire engines and apparatus. "(9) Private and public rights reserved. The powers herein granted are in no manner to interfere with the rights of private citizens, or private property. The power is especially reserved to the incorporated city aforesaid to regulate the position of the switches or tunnels of said railroad, in such manner as not to interfere with public travel through the streets, or, if the road is extended into the country, similar right is reserved to the County Court." TELEGRAPH COMPANIES. Act of 1875, §8. Sec. 8i. Special provisions. "(1) Purpose and location. This company is chartered for the pur- pose of constructing a telegraph line from in the county of , to , in the county of . "(2) May take public and private property. Said corporation may construct a telegraph line, and THEATEES AND OPERA HOUSES. [Seo. 82. erect the necessary fixtures along the line of any public highway, the 'Streets of any village or city, across rivers, or any land belonging to the state free of any charge, and also over the lands of private in- dividuals, in pursuance of the general law, author- izing condemnation of the easement of right of way for works of internal improvement, as set forth in §§ 1325 to 1348 in the Code, both inclusive. (See chapter 8.) "(3) Prior use reserved to state and united STATES. The said corporation shall, in all cases of war, insurrection, civil commotion, or for the arrest of criminals, give immediate dispatch, at the usual rates, to any message sent by any officer of the state, or of the United States. "(4) Messages confidential, but not privileged. All messages, including those received from other tele- graph companies, shall be transmitted in the order of their delivery correctly, and without unreasonable delay, and shall be kept strictly confidential, subject, however, to disclosure in any legal proceeding." THEATRE AND OPERA HOUSE COMPANIES. 1881, ch. 16. Sec. 82. Special provisions. "(1) Purpose and location. Said company is chartered for the pur- pose of erecting or furnishing a building for use and occupation as an opera house or theatre in the town or city of" (the name of which is to be here in- serted, together with a description of the metes and bounds of the lot upon which the building is already situated or to be built.) 87 Sec. 83.] COBPOEATIONS FOB INDIVIDUAL PROFIT. TRANSFER OR OMNIBUS COMPANIES. Jict of 1875, §22. Sec. 83. Special provisions. "(1) Nature of BUSINESS AUTHORIZED. The Said company is author- ized to purchase omnibuses, carriages, horses, and run the same for conveyance of passengers, and the transportation of goods, wares and merchandise from one to another point in any city, or from one to an- other point in any county in the state, charging reasonable prices therefor, in the absence of any price to be fixed by the city or County Court. The line of stages or omnibuses to be subject, in all respects, to rules and regulations adopted by the municipal authorities. "(2) Liabilities of dieectoes and stockholders. The stockholders are to be individually liable for all debts to servants and agents of the company ; and for any dividends declared when the company is insol- vent, or for any fraud perpetrated in the management of its affairs, all those assenting or privy thereto, whether directors or stockholders, are to be individ- ually liable to all persons thereby injured. "(3) Indebtedness limited. No debt shall be con- tracted for an amount greater than the capital stock of the company.* "(4) Books open to creditors and stockholders. Any creditor or stockholder shall have a right to in- spect the books of the company. "(5) Subject to law of common carriers. The general laws upon the subject of common carriers are applicable to the rights and duties of said company, its officers and agents." 88 TURNPIKE COMPANIES. [See. 84-. TURNPIKE COMPANIES. Act of 1875, § 7. Sec. 84. Special provisions. "(1) Purpose ani> LOCATION. This company is chartered for the purpose of constructing a turnpike road from , in the county of , to , in the county of , "(2) May take private property. The said cor- poration shall have the power, in pursuance of the general laws authorizing the condemnation of private property for works of internal improvement, as set forth in §§ 1325 to 1348 in the Code, both inclusive, (See chapter 8) to condemn the right of way, not exceeding fifty feet, over the land of any person through which the road may be located (said sections of the Code to be here literally copied and inserted.) "(3) County Court must approve the taking. [1883, ch. 213. This charter does not authorize the use of public or private property, or rights of way, whether for graded, macadamized or gravel road? without the approval of the County Court of the county in which such property or right of way may lie.] "(4) Specifications for construction. The said corporation shall construct the road, if it is intended to be in the style of the MacAdam road, with a bed at least twenty-four feet wide, the coat of stone or gravel sixteen feet wide, and six inches thick, the second coat of stone or gravel at least eight feet wide, and six inches thick, the stone of the last coat to be broken of a size not exceeding one half pound in weight, and the grade of the road shall not exceed an 89 Sec. 84. CORPORATIONS FOR INDIVIDUAL PROFIT. angle of [1891, ch. 188. seven] degrees with the horizon. "(5) Same. If the road bed shall be located ten miles or more from a city containing five thousand inhabitants, the road bed may be fourteen feet wide, and covered with rock or gravel ten feet wide and six inches thick ; or if constructed with plank, the grade to be the same, and the bed of road, to be twenty-two feet wide, with one or more tracks of planks, the plank to be not less than two and a half inches thick, nor less than eight feet in length. "(6) Exception to foregoing specifications. [1883, ch. 213. The foregoing (4) and (5), in so far as they require turnpikes within ten miles of a town or city of five thousand inhabitants, to be metalled to a greater width and thickness than other roads more distant from such town, shall not apply to any coun- ty in which there exists no practicable supply of stone or gravel, but in any such county such turn- pike may be constructed with stone or gravel ten feet in width and six inches deep.] "(7) Bridges and ditches. The road shall have sufficient ditches and culverts to drain off the water, and safe bridges across streams where bridges are necessary. "(8) Free turnpike roads may be of dirt. If said corporation will waive, in its charter, all right to toll, then may said corporation have all the power herein wanted to construct a graded dirt pike, the grade not to exceed an angle of five degrees to the horizon, and such corporation shall not be re- quired to macadamize its road. 90 TURNPIKE COMPANIES. [See. 84. "(9) Specifications applicable to mountain EOADs.* [1881, eh. 126. When said road or any part of the same has been or shall be required to be con- structed up, across, or upon a mountain, or is or has been required to ascend or descend the side or de- clivity of a mountain, it shall not be necessary, in order to authorize said turnpike company to charge and receive toll upon such turnpike road, that the road or part or portion of same as is required to be constructed up, across, or down any mountain, shall be constructed more than fourteen feet in width, or that the same shall be constructed with plank, or covered with stone or gravel, or macadamized. But if such road up, across, or down the mountain shall be constructed of the width of fourteen feet, ^nd in all other respects graded and constructed in accord- ance with the requirements of (4), (5), (7), and (8) above, then, and in all such cases any turnpike com- pany or corporation to whom such charter may have been or may hereafter be granted, shall be and they are hereby authorized to charge and re- ceive tolls from persons traveling or passing over such turnpike, or any part thereof, the same as though the same had been constructed with plank or covered with stone or gravel, or macadamized, as now required by the act which this is intended to amend.] "(10) May purchase land to procure material. Said corporation may purchase land for the purpose of procuring stone, gravel, dirt, wood, timber, or other material necessary for the construction or repairing of said road. *The provisions of this paragraph apply also to all turnpike companies of like clesoription chartered before its adoption. 91 Sec. 84.] CORPORATIONS FOR INDIVIDUAL PROFIT. "(11) Toll gates — location of. One toll gate may be erected every five miles ; and may be placed on such parts of the road as may be deemed best, the gates not to be nearer than four miles apart, nor any gate nearer than one mile of the boundary line of any incorporated town, or within two miles of its end, and gates may be erected as fast as any section of five miles is completed ; Provided, that after the com- pletion of two miles or more of said road, the Direc- tors may erect a toll gate and charge toll in propor- tion to the regular rates as the distance completed is to five miles. (See § § 191 to 194.) "(12) Toll gates between neighboring towns and. villages. [1887, eh. 161. If the company is organized to operate a road between towns and vil- lages, or between such and railroad stations that are not more than two and one-half miles, it shall have the right to locate a gate between said points ; Pro- vided, That not more than one toll shall be charged in going and returning on the same day.] "(13). Rates of TOLL. The following tolls may be demanded at each gate: For hogs or sheep, per head, one (1) cent; for cattle, or horses, or mules, or asses, in a drove, per head, two (2) cents; for horses or mules not in a drove, nor employed in drawing, whether mounted or not, per head, five (5) cents; for every four horse loaded wagon, twenty-five (25) cents ; for every two horse loaded wagon, fifteen (15) cents; for buggies, barouches, and other similar two horse carriages, fifteen (15) cents; for other two horse pleasure carriages, twenty-five (25) cents ; for one 92 TURNPIKE COMPANIES. [SeC. 84. horse buggies and other similar vehicles for the conveyance of persons, ten (10) cents; for other vehicles for the transportation of goods or produce, drawn by not more than two animals, ten (10) cents ; and for each additional animal, five (5) cents; pro- vided toll [1891, ch. 160, shall not be] charged but for one way, if parties go and return the same day. "(14) Who may pass free. No toll shall be de- manded from persons passing from one to another part of his farm, or from persons attending funerals or religious worship, or in going to or returning from the precincts at elections, or places of militia muster, the person being authorized to vote or perform militia duty, or from persons going to or returning from a grist mill on horse-back with grain for family use, or from any person traveling on foot. "(15) Penalty for collecting excessive tolls. [1891, ch. 160. If the directors, superintendents, gate-keepers or any other person shall collect or attempt to collect more than the fees as laid down in paragraph 13, for the round trip, which ■ means the payment of tolls for one way, he or they shall be guilty of a misdemeanor, and shall be fined not less than ten ($10) dollars nor more than twenty ($20) dollars.] "(16) Commissioners TO VIEW AND approve. When five miles of the road is completed, the Directors shall apply to the County Court of the county in which said five miles of road has been made, for the appointment of three commissioners, to review the same, and report whether the road is in good condi- tion, and made in accordance with the terms of the Sec. 84.] CORPORATIONS FOR INDIVIDUAL PROFIT. charter as to width, grade, material, culverts, and in all other respects, of all which a report shall be made by the commissioners to the next term of the County Court, and the same entered on the minutes of the court. If the report is favorable, the company shall thereafter have the right to collect toll, and for every additional five miles made until the road is com- pleted, the same procedure shall be adopted. (See § 194.) "(17) County court to have supervision of road. The County Court of any county in which any part of said turnpike is located, has a supervision of said part within its boundary, to the extent of compelling the company to keep the same in good repair, and said County Court may appoint as superintendents, commissioners, or by any other name, one or more persons to view said road, or part of the road within the county, the bridges, and culverts, and if said per- sons appointed as aforesaid, report that the road is manifestly in bad condition, the gates shall be opened until the same is put in good condition. The cost of this proceeding must be paid by the corpora- tion. "(18) May enter private lands to make surveys. The company, by its oflBcers and agents, may enter the lands of private persons for the purpose of mak- ing surveys, estimates, and location of route. "(19) Road to be kept clear of impediments. All impediments and barriers to free passage of vehicles, shall be kept off the road to the full width required by this charter, but bridges across streams need not necessarily be of that width. 94 UNION DEPOT COMPANIES. [SeC. 85. "(20) Penalty for failure to pay. Any person who passes a gate without paying, or shuns a gate, shall forfeit five dollars for the use of the company, to be recovered before a Justice of the Peace. "(21) Stock to be personalty. The stock is to be impressed with the character of personal prop- erty." UNION DEPOT COMPANIES. 1885, ch. 5. Sec. 85. Special provisions. ( 1 ) Purpose and lo- cation. This company is chartered for the purpose of erecting, maintaining, furnishing and keeping or leasing to others, a Union Depot, for the accommoda- tion of railroad passengers and for handling and transferring railroad freights at , in the county of , upon certain premises described as follows : [Here describe the premises upon which the Union Depot is to be built.] "(2) Power to erect depot. Said corporation shall have the power to erect, maintain, furnish and keep or lease to others a Union Depot, to accommo- date railroad passengers and to handle and transfer railroad freights. "(3) May erect and keep hotel or restaurant. It shall also have power to erect, maintain, furnish and keep on said premises, or lease to others, a hotel or restaurant, or both, and also a news-stand ; and in the event said corporation shall decide to erect a hotel upon said premises it shall also have the pow- ers and be subject to the liabilities contained in the charters of hotel companies, as specified in sec- 95 Sec. 86.] CORPORATIONS FOR INDIVIDUAL PROFIT. tion 18 of the Act which this Act is intended to amend. (See §46). "(4) May issue mortgage and debenture bonds. Said corporation is authorized to borrow money on mortgages of its lands and buildings, and to issue coupon bonds, bearing a legal rate of interest for the purpose of purchasing the necessary lands and of erecting, maintaining, furnishing, keeping or repair- ing the necessary buildings and improvements, and for any other legitimate purpose of the corporation ; and it may also mortgage the rents, issues and prof- its of said corporation to secure said money or bonds. WATER COMPANIES. 1885, ch. 115. (Note. This Act appears to supersede 1877, ch. 104). Sec. 86. Special provisions. "(1) Purpose and location. This company is chartered for the purpose of establishing and constructing water wcfrks adjacent to, or in the city or town, of and it shall be the duty of said company to build water works and machinery in or adjacent to said city or town and of sufficient capacity to supply said city and the inhabitants thereof with a plentiful supply of water. "(2) May lay pipes, etc., in streets. For this purpose said company is hereby authorized and em- powered and invested with the privilege to lay down pipes and to extend aqueducts, and conductors through all or any of the streets, lanes, alleys of said city or town and to supply the inhabitants of said WATER COMPANIES. [Sec. 86. city or town with water by public works, and for the purpose of laying down Buch pipes, aqueducts and conductors, may take up the pavements or sidewalks ■upon such street after permission has been first ob- tained from the taxing district authorities in corpo- rate towns or cities : Provided, that said pavements and sidewalks shall be taken up in such manner as to give the least inconvenience to the inhabitants of said city (or town), and that the same shall be re- placed with all convenient speed by, and at the, ex- pense of, said company in as substantial a manner as found before taken up. "(3) Nuisance not to be created. The works and operations of such company shall be so con- structed and managed as not to affect the health or comfort of said city (or town, as the case may be) prejudicially ; and nothing in this Act shall be con- strued so as to absolve the said company from legal proceedings to restrain or abate any nuisance arising from its operations. "(4) Damages foe injury to property. If any person shall injure or destroy any portion of the fix- tures, works or property of the companj'^, such person or persons shall be lia|3le to the company for all •damages sustained in consequence of such act or injury. "(5) May TAKE private property. Said company is hereby empowered and authorized to condemn and take such lands as may be necessary for the estab- lishment of their reservoir and works, and the right ■of way through all lands between their reservoir and the said city (or town, as the case may be) to lay 97 i Sec. 86.] CORPORATIONS FOR INUIVIDUAL PROFIT. their pipes, aqueducts or conductors, and keep the same in repair, is hereby granted said corporation ; provided, that such pipes and conductors shall belaid in such manner as to do as little injury to the prop- erty of private persons as possible. "(6) Compensation to owners. Said company shall make compensation to the owners of the real estate condemned or taken, or through which the pipes, conductors or aqueducts may be laid. If the owner and company cannot agree upon the amount of compensation which should be paid, the same shall be assessed in the manner provided by the Code of Tennessee, sections 1325 to 1348. (See chap- ter 8). "(7) Board op inspectors to be appointed. Said company or corporation, before they shall exercise any of the rights, powers and privileges herein granted in order to secure a bountiful supply of good, pure and wholesome water, shall first apply to the author- ities of the said city or town for the appointment of a board of inspectors to be composed of seven mem- bers, who are to be citizens and freeholders of said city or town, three of whom shall be chosen from the medical profession, if practicable. "(8) Report of inspectors conclusive. Said board so chosen, after being duly sworn shall make and file their report with the authorities of said town or city, stating therein from what source or sources said water supply shall be obtained ; a report of the majority of the members composing said board shall be filed with said city or town authorities, and the WRECKAGE AND SALVAGE COMPANIES. [See. 87. same shall be conclusive as to the [source] and quality of said water supply. "(9) Report to be filed in ten days. Said board shall, within ten days after their said appointment and qualification, file their report (duly sworn to) with said town or city authorities." WRECKAGE AND SALVAGE COMPANIES. 1883, ch. 22. Sec. 87. Special provisions. "(1.) Kind of bus- iness. The said company is authorized to engage in the wrecking, raising, saving, repairing, aiding and relieving of steamboats and all other water crafts, including freight and appurtenances belonging to the same, and in rendering the like service to all kinds of property which may be in peril or need, on or in the navigable waters of the United States, and in general to engage in the business of salvage and wrecking in all of its departments on said waters. "(2.) May own outfit, etc. For said purpose the company is empowered to purchase charter, build, repair, or otherwise secure wrecking boats, barges, floats, diving, wrecking and salving machinery, and appurtenances convenient, useful or necessary in the promotion of said business ; also to purchase, lease, or otherwise acquire such real estate and all other property, real and personal, as may be necessary for and apply to said business. "(3.) May make contracts. It may also make all kinds of contracts for the raising, wrecking, saving, towing and repairing of all kinds of vessels and property relieved from marine peril ; all contracts 99 Sec. 87.] CORPORATIONS FOR INDIVIDUAL PROFIT. for necessary transportation of supplies, material and personal, and to do all things else needful or conven- ient for the business of said company. "(4.) Stockholders' liability to employes. The stockholders shall be held jointly and severally lia_ ble individually to the laborers, servants, clerks, and operatives of the company for all moneys due and owing them, in case the corporation becomes insolv- ent. "(5.) Indebtedness limited. The indebtedness of said company shall not at any time exceed its capital stock, and any director or stockholder assenting to the creation of such indebtedness shall be individ- ually liable to the contractors for such excess. "(6.) Unlawful dividends. No dividend shall be declared and paid when the company is insolvent, or when the payment of such dividend will impair the capital stock of said company, and any director voting for such dividend shall be jointly and sever- ally liable to the creditors of said company for the amount of the dividend thus declared ; any director may avoid liability by voting against the dividend, or by filing his objections in writing as soon as he ascertains the dividend has been made ; Provided, said director refuses to receive such dividend." 100 MISCELLANEOUS PEOVISIONS, ETC. [See. 100. CHAPTER III. MISCELLANEOUS PR0V;i8I0NS RELATING TO ALL DOMESTIC CORPORATIONS. Sec. 100. Liability for unpaid subscriptions. Code, 1478. When the whole capital of a private corporation has not been paid in, and the capital paid and properly belonging to such corporation is not sufficient to satisfy the claims of its creditors, every stockholder is bound to pay on each share held by him the sum necessary to complete the amount of such share, or such proportion of that sum. as is necessary to satisfy the debts of the corporation. Sec. loi. CoEPORATE BOARD. Code, 1479. When the corporate powers are directed to be exercised by any particular bodj or number of persons, a majori- ty of such body or persons, unless it is otherwise provided, form a board for the exercise of such power . Sec. 102. Term of office. Code, 1482. When no term of office is fixed by the charter or by-laws of a private corporation, such officer holds for one year, and until the qualification of his successor. Sec. 103. Reserved or sinking fund. Code, 1483. For the purpose of repairs, rebuilding, or enlarging, or to meet contingencies, or for the purpose of a sink- ing fund, a private corporation may establish a fund, which they may loan, and in relation to which they may take the proper securities. 101 Sec. 104.] MISCELLANEOUS PROVISIONS Sec. 104. Fraudulent mismanagement. Code, 1488. Inteutioual fraud in failing to comply sub- stantially with the articles of incorporation, or in de- ceiving the public or individuals in relation to their liabilities, subjects all officers, stockholders, or direc- tors knowingly participating therein, to the penalties of a misdemeanoT ; and moreover, to damages at the suit of any person injured thereby.* Sec. 105. Same ; what constitutes. Code, 1489. The diversion of the funds of the corporation to other objects than those mentioned in the memorandums of incorporation; the payment of dividends which leave insufficient funds to meet the liabilities of the corporation ; the keeping of false books or accounts, whereby any one is injured; and the making and publishing of false reports, are such frauds as will subject those actively concerned therein to the penal- ties of the preceding section.* Sec. 106. Same ; forfeiture of charter. Code, 1490. The participation of the board of directors, as a board, in such acts, is also a forfeiture of the char- ter of incorporation, whether done by actual official proceedings, or tacitly acquiesced in with knowledge on the part of a majority of the members.* Sec. 107. Stock books ; how kept. Code, 1491. The stock books of the company shall be so kept as to show intelligibly the original stockholders, their * Sections 1484 to 1496, inclusive, of the Code of 1868, brought forward as Sections 1712 to 1728, inclusive, by Milliken and Vertrees, appear to relate exclusively to corporations formed under the provisions of that chapter of the Code of 1868 from which they were taken. They are, by subsequent enactment (1870-71, ch. 64, § 4) made to apply to corporations organized by the Chancery Courts, and also to those organized under the Act of 1878, ch. 117, by the provision in § 2, subs. 4 thereof. The act of 1875 does not re-adopt them. 102 AFFECTING ALL DOMESTIC CORPORATIONS. [See. 110. respective interests, the amount which has been paid in on their shares, and all transfers thereof; and 8uch books, or a correct copy thereof so far as the items mentioned in this section are concerned, shall be subject to the inspection of any person ap- plying.* Sec. io8. Non-user or assignment of franchises. Code, 1492. Whenever powers, franchises, and privi- leges havfi so been granted to a corporation, and they are not used or are assigned to others in whole or in part, such corporation shall not be dissolved, unless all the corporate property has been appropriated to the payment of its debts.* (See § 117). Sec. 109. Continuance after expiration or for- feiture of charter. Code, 1493. All such corpora- tions, whose charters expire by their own limitation, or are annulled by forfeiture, or dissolved for any other cause, exist as bodies corporate for the term of five years after such dissolution, for the purpose of prosecuting or defending suits by or against them, settling their business, disposing of their property, and dividing their capital stock ; but not for the pur- pose of continuing the corporate business.* Sec. no. Same; after expiration. 1887, ch. 197. All corporations whose charters expire or have expired by their own limitations, and which exist by virtue of Sections 1720, 1721 of Milliken & Vertrees, (§§ 109, 111 herein) for the term of five years after said expiration, for the purpose of prosecuting or de- fending suits by or against them,settliiig their business? disposing of their property and dividing their capital ®See note to §104. 103 Sec. 111.] MISCELLANEOUS PROVISIONS stock, are hereby allowed to continue the corporate business for which they were created during the said term of five years, but no longer. All such corpora- tions shall, during the said term of five years, but no longer, possess all powers, rights and privileges con- ferred upon them, and shall, during said period, be subject to all penalties and restrictions of their origi- nal charters. Sec. III. Managers at time of dissolution are trustees to settle affairs, etc. Code of 1494. Upon the dissolution of any such corporation, the man- agers of the business of such corporation at the time of its dissolution, by whatever name known, are the trustees of the stockholders and creditors, unless other persons are appointed by the General Assem- bly, or by a court of competent authority, and are authorized to settle the affairs of the corporation, dispose of such property as is necessary to pay its debts, and divide among the stockholders the money and property remaining after the payment of such debts and the necessary expenses.* Sec. 1X2. Powers and liabilities of trustees. Code, 1495. Such persons have authority to sue for and recover the debts and property of such dissolved corporation in its corporate name ; and are jointly and severally responsible to its creditors to the extent of the property which may come into their hands. 113. Chancellor may extend time beyond five years. Code, 1496. On application to a chancellor, and making a proper case, the power of such trustee, or any person appointed receiver of such dissolved "See note to §104. 104 AFFECTING ALL DOMESTIC CORPORATIONS. [See. 1 1 7. corporation may be continued for such length of time beyond five years as the chancellor may judge neces- sary for the purposes contemplated in §§ 1493-4-5 of this Code. (See § § 109-112). Sec. 114. Number of directors may be changed. 1881, ch. 119. All private corporations are hereby authorized to increase or diminish the number of their directors, Provided, such number never be less th-an five ; Provided further, that stockholders repre- senting three-fourths of the stock shall vote for such increase or diminution. Sec. 115. Eligibility of officers. 1871, ch. 43. No municipal or other corporation shall have, make, or continue in force any rule, law, by-law or regula- tion whereby any person otherwise eligible, under the laws of the state, to any office under such corpora- tion shall be ineligible on account of age, provided such person shall have attained his majority. Sec. 116. Size of shares. 1889, ch. 102. Any corporation hereafter [sic] created, or hereafter to be created under the laws of the state of Tennessee, may make a share of stock one hundred dollars, or less, and issue certificates therefor ; and any such corpo- ration which has heretofore issued shares of stock for twenty-five dollars, may call in the same and combine four such shares, and issue a certificate for one hundred dollars in lieu. Sec. 117. Non-user of powers; effect of. 1887, ch. 190. The non-user by any company incorporated in this state of a part of its power, privileges, or fran- chises, shall not have the effect to forfeit or to affect 105 Sec. 118. MISCELLANEOUS PROVISIONS any franchise, right, power, privilege, or immunity- contained in its charter. Sec. ii8. Lease and disposal of franchises, etc. 1887, ch. 198. All corporations now or hereafter ex- isting under the laws of this state, whether incor- porated under special or general laws of the state, shnll have the power, and they are hereby authorized and empowered to lease and dispose of their property and franchises, or any part thereof, to any corpora- tion of this or any other state engaged in or carrying on, or authorized by its charter to carry on in this or any other State the same general business as is authorized by the charter of any such lessor corpora- tion. (See §135.) Sec. iig. Operation of property, etc., by other corporations. Ibid. Said corporations shall like- wise have the power, and are hereby authorized, to make any contract for the use, enjoyment, and oper- ation of their property and franchises, or any part thereof, with any such other corporation of this or any other state, on such terms and conditions as may be agreed upon between the contracting corporations ; and such lessee corporation or corporations is author- ized and empowered to make and carry out such leases and contracts. Sec. 120. Approval by stockholders. Ibid. Any such leases or contracts, when made by or under the direction of the board of directors of the contract- ing corporations, shall be authorized or approved by the vote of a majority, in amount, of the stock of the lessor corporation present or represented at a regular or called meeting of the stockholders of said corpora- 106 AFFECTING ALL DOMESTIC CORPORATIONS. [See. 123- tion. Sixty days' notice of sach meeting shall be given in a Memphis, Knoxville, and Nashville daily newspaper of the time, place, and purpose of such meeting. Sec. 121. Same, of lessee corporation. Ibid. Where the lessee corporation is a corporation of this state, the authority or approval of its stockholders shall in like manner be obtained to the contract or lease. Sec. 122. Not to apply to competing railroads. Ibid. This Act shall not be so construed as to au- thorize any corporation of this or any other state to lease or purchase any railroad and line that is com- petitor for the same business with any line already owned or under control, by lease or otherwise, or two lines of railway that are competitors for the same business in this state. Sec. 123. Purchasers of franchises and property sold under foreclosure. 1885, ch. 84. When any corporation of this state may mortgage, or has here- tofore mortgaged, its property and franchises un- der the provisions of its charter or the general laws of this state, and said mortgage has been or shall hereafter be foreclosed under a power of sale given in said mortgage, or the decree of any court of this state or the United States, then, and in that case, the purchaser at said sale shall by virtue thereof be enti- tled to and be invested with the said property and fran- chises, and with all the rights, privileges and immu- nities appertaining thereto under the act of incorpora- tion of said company, the amendments thereto, or the general laws of this state, in as full manner as 107 Sec. 124.] MISCELLANEOUS PROVISIONS the said corporation or company is or was entitled. Sec. 124. How to organize. Ibid. The pur- chasers of the property and franchises of such cor. poration may, after being put in possession of the same under such sale, meet together, adopt a name for the corporation, elect a board of directors of not less than three nor more than nine members, a majority of whom shall reside in this state ; and at such meeting any person interested in such purchase shall be entitled to one vote for every one hundred dollars ($100) of his interest, unless all the persons interested in the purchase shall otherwise agree. Sec. 125. Duties of directors. Ibid. The said board of directors shall proceed to elect a president and such other officers as may be necessary for the proper management of said property and franchises, fix their compensation and duties, adopt by-laws for the government of the corporation not inconsistent with the laws of this state ; adopt a common seal, fix the amount of the capital stock of said corpora- tion and divide the same between the persons inter- ested in such purchase in proportion to their respect- ive interests. Sec. 126. Certificate to be filed with Secretary of State. Ibid. The said board of directors shall make a certificate showing the name of the corpora- tion, the amount of its capital stock, the shares into which the same is divided, the number and residence of the board of directors, the location of the corpora- tion, the name by which it was heretofore known, and shall cause the same to be signed by the presi- dent and the members of the board and filed in the m AFFECTING PARTICULAR CORPORATIONS. [See. 128. office of tho Secretary of State ; and thereupon the said purchasers shall be a body corporate under the name so adopted, with all the rights, powers and franchises conferred by the act of incorporation, the amendments thereto and the general laws of the state. Sec. 127. Right of taxation reserved. Ibid. Nothing herein contained shall be so construed as to exempt said corporation or its property from lia- bility to state, county and municipal taxation, and it is provided that the purchasers waive any right of exemption from taxation if any existed in the origi- nal charter or other law of this state in favor of such corporation. CHAPTER IV. MISCELLANEOUS PROVISIONS CONCERNING CER- TAIN CORPORATIONS. Sec. 128. Companies authorized to receive money may do banking business. 1887, ch. 190. Any company incorporated under the laws of this state having, by its charter, the right to receive moneys in trust or otherwise, shall be held to have, and shall have, the power, after the passage of this Act, to receive deposits and loan the same and its capital on any kind of commercial or business paper or real estate, buy and sell exchange, and all kinds of public or private securities and commercial paper. The exercise of any of the foregoing powers by any corpo- ration created or incorporated or chartered under the 109 Sec. 129.] MISCELLANEOUS PROVISIONS laws of this state shall not operate to forfeit or effect any franchise, right, power, privilege or immunity granted to such corporation in and by its charter. Sec. 129. Corporations may execute mortgages, etc. 1885, ch. 47. Any private corporation created for private profit, whether organized under special charter or heretofore organized or which may be or- ganized hereafter under either of the acts approved March 23, 1875, or January 30, 1871, or any amend- ments thereto relative to the organization of corpora- tions", shall be empowered upon a vote of a majority of the whole capital stock issued, assembled in any prop- erly called or regular meeting of the stockholders voting therefor, to issue or dispose of bonds for any corporate purpose, and to make a mortgage upon its property, or its property and franchises to secure the same, and upon a sale of said property, or property and its franchises thereunder, the purchaser of said franchise shall be and is constituted the corporation with all the powers, rights, duties, immunities and obligations of the original corporation, Provided, that nothing in this Act be so construed as to change the laws in regard to railroad and turnpike companies. (See §135). Sec. 130. Consolidation of street-car companies. 1887, ch. 189. The provisions for the consolidation of railroads contained in § § 1263-1272 inclusive of the Acts of Tennessee, compiled by Milliken & Vertrees,* are hereby declared to embrace and extend * The sections of Milliken <& Vertrees referred to are made lip of parts of various laws, and in such a manner that it is impossible to satisfactori- ly identifj them by reference to other portions of this compilation. They embrace all or parts of the following Acts: 1871, oh. B9; 1877, ch. 72; 1867-8, ch. T2, and 18T7, ch. 12. See these Acts in the chapter on Railroads. 110 AFFECTING PARTICULAR CORPORATIONS. [See. 133. to any street railroad corporations existing in this state ; and to give every such street railroad corpora- tion the power to consolidate itself with any other such street railroad corporation, where the road shall connect with or intersect the road of such a street railroad corporation, or any branch thereof, in accordance with said sections. (See §135). Sec. 131. Same; provisions governing construc- tion of this Act. Ibid. Nothing in this Act shall be construed to renew or extend the charter of either of said street car companies, in favor either of the orig- inal or consolidated company, nor to have any effect whatsoever upon any litigation now pending between the state and either of said street car companies, or between the municipality in which the same is located and either of said companies, nor to in any way enlarge or control the rights that towns and cities now have by existing laws over their streets, alleys or sidewalks, without their consent. Sec. 132. Same ; previous consolidations rati- fied. Ibid. Consolidations of such street railroad companies made previous to the passage of this Act are hereby ratified and confirmed to the extent of the provisions of the said sections of said Code. Sec. 133. W^ater companies ; may purchase, consolidate, etc. 1889, ch. 166. In all cases where there are two water companies chartered by special law, or under the general laws of this state, in any of the towns or cities of this state, and it becomes necessary or desirable for one of said companies to acquire, by purchase or otherwise, the property and working franchises of the other corporation, in order 111 Sec. 134.] MISCELLANEOUS PROVISIONS to enable it the bettet to carry out its duties under its charter and to comply with any contract or con- tracts which it may have entered into for public and private supply of the city or toWn in which it is located, and the inhabitants thereof, such corpora- tion shall have, by and with the consent and approval of the municipal authorities in the town or city in which such corporations are located, the power, and is hereby authorized to acquire, by purchase or other- wise, the property and working franchises of such other corporation, including its realty, its pipes, all its connections, its engines, its pumps, and all else that pertains and belongs to such other corporation, as a part of its corporate property, the same to be held, owned, enjoyed, and operated by the purchasing company under its own charter, just as if it had originally built or acquired said property under its own charter ; provided, that nothing in this Act shall authorize one water company to purchase the cor- porate property and working franchises of another company when the same are being operated and run in competition with each other. Sec. 134. Telephone and electric light compa- nies may consolidate. 1883, ch. 232. It shall be lawful for telephone and electric light companies, now or hereafter incorporated, to consolidate into one corporation, or partially consolidate or co-operate in such manner as the respective corporations may determine, with the concurrence of the stockholders of each, in full meeting assembled. (See §135.) Sec. 135. Street car, gas, electric light, and water companies — lease, sale, or consolidation of 112 AFFECTING PARTICULAR CORPORATIONS. [See. 136. 1889, ch. 70. It shall not be lawful for any corpora- tion chartered or authorized to build or operate, or operating a street railway, whether by steam, elec- tricity, horse power, or otherwise, nor for any corpo- ration chartered to manufacture or furnish, or fur- nishing gas, electricity or other substance for the lighting of the streets or public places of any town or city, or for the use or consumption of the inhabi- tants of such town or city, nor any corporation char- tered to supply or supplying any town or city or the inhabitants thereof with water to acquire the franchises or property of any other similar corpora- tion located or carrying on its operations within any city or town in this state, or partly in such city or town, and in the territory adjacent to the same, by consolidation, purchase, lease, or in any other way or mode, except only by and with the permission and by and with the approval and consent expressed official- ly in writing of the municipal govern;ment of the city or town in which such corporations respectively are located, or carry on their business wholly or in part, and then only upon such terms and conditions as the said municipal governments may respectively pre- scribe ; provided, that such terms and conditions shall not violate any law. Sec, 136. Same ; violation -works forfeiture of charter, etc. Ibid. Any violation of the terms of the foregoing section shall cause the forfeiture by each corporation consenting to or participating in such violation, of its charter and franchises, and such forfeiture may be enforced at the suit of the state by its proper officer, or at the instance of any other per- ils j Sec. 137.] SUNDRY PROVISIONS son who may elect to enforce the same by a -suit brought in his own name for the purpose. And the court declaring such forfeiture shall wind up the affairs of each corporation so forfeiting its charter and franchises and apply its property to the payment of its debts, and distribute the residue, if any, among its stockholders, or as otherwise prescribed by law. Sec. 137, Street railways may extend lines on roads and turnpikes. 1887. ch. 15. Any street railway company which has been or may hereafter be, incorporated and organized under the laws of Ten- nessee shall be authorized and empowered to extend its line or lines of railway over any road or turnpike leading into such town or city ; and for that purpose shall have the power, under the laws of this state in relation to the condemnation of property for works of internal improvement, to condemn and appropri- ate a right of way of sufficient width for such rail- way, with the necessary side-tracks, turnouts, turn- tables, and switches, as an easement upon or over any public road, highway, or turnpike. Sec. 138. Same ; may condemn private prop- erty. 1889 ch. 149. And said street railway com- panies shall have the power to condemn for rights of way and easements thereon private property, subject to all the restrictions, obligations, and liabilities, as are imposed by existing laws as set forth in §§ 1325 to 1348 inclusive of the Code. (See chapter 8.) Sec. 139. Consent of the county Court to be obtained. 1887,ch. 15. The consent of the county court of the county in which such railway is situated shall 114 AFFECTING PARTICULAR CORPORATIONS. [See. 143. be first obtained for such extension, and such con- demnation and appropriation shall be of an easement for such right of way, and not of the fee-simple in the soil. Sec. 140. Distance of terminus from toll gate. Ibid. No street railroad company shall extend its tracks upon any turnpike under the provisions of this Act to within less than one-fourth of a mile of any toll-gate which is erected according to law upon such turnpike, without permission of such turnpike company. Sec. 141. Kind of rails. Ibid. Any street rail- road company acting under this law shall use such rails upon its extension as it is permitted to lay upon the city or town portion of its line. (See § 146.) Sec. 142. Location of tracks, repair of road, grade etc. Ibid. Any company extending its lines under the provisions of this Act, shall place its tracks upon such portion of the turnpike company's right of way as the jury of view condemning the property shall determine is for the best interest of the traveling public and all parties interested, and shall make its road bed and tracks conform to the grade of such turnpike or public road. It shall also put and keep in good repair that portion of its road which lies between its tracks and one foot on the out- side of each track. Sec. 143. Liable for accidents. Ibid. The com- pany shall be held responsible, under the laws of the State, for any accident which may result from any negligence on its part or of its agents acting under -its authority. 115 Sec. 144.] SUNDRY PE0VISI0N8 Sec. 144. Notice required. Ibid. Any company- hereafter applying to the county court for the priv- ilege of extending its lines upon any turnpike or public road shall give the officials of the turnpike company or Road Commissioners five days' notice be- fore making application for such right of extension. Sec. 145. Use of electricity authorized. 1889, chs. 40 & 230. Any street railroad company which has heretofore used dummy steam engine, cable, or animal power in the operation of its cars may operate the same by electricity ; provided, the city or town in which said railroad company operates its cars, and is located, by its proper authorities gives its assent to the same. Sec. 146. Kind of rails on electric lines. 1891, ch. 9. All electric street railways heretofore built or hereafter to be built in this State may, upon obtain- ing the consent of the city authorities as to the char- acter and weight of the rail or rails to be used upon its streets for the operation of an electric railway, use any type or pattern of rail suitable for the opera- tion of an electric railway, provided the same is so laid as not to obstruct or interfere with the passage of vehicles when crossing the tracks of said companies when laid on a street or public highway. No other different rail shall be used in the suburbs or territory adjacent to any town or city other than that which is used in said city; and no rail shall be used in any city than such as may be directed and permitted by the municipal authorities. (See § 141). Sec. 147. Mining companies may subscribe to certain railroads. 1873, ch. 74. All corporations 116 AFFECTING PARTICULAR CORPORATIONS. [See. 149. heretofore created or hereafter to be organized for the purpose of mining and operating mines in the State for copper, coal, or iron, or other valuable metal or metallic substance, are hereby authorized upon vote of the stockholders, three-fourths of the stock being represented and cast in the affirmative, to sub- scribe for, purchase, hold, or dispose of stock in any railroad company, whose line or road shall 'be con- tiguous to the works of said company, or so near thereto, as to be used by them in carryiijig on their necessary operations. (See §174). Sec. 148. May issue or endorse bonds of the railroad company, and make mortgage. Ibid. For the purpose of raising the money to pay for such stock or the subscription therefor, said companies are each hereby authorized to endorse the bonds of said railroad company, or to issue company mortgage bonds in such form and for such amounts and to mature at such time and to bear such "rate of interest not exceeding the lawful conventional rate of inter- est existing, and to dispose of said bonds and apply the proceeds thereof, as the stockholders and direc- tors of said company may deem best for their inter- est. Said mining companies are authorized to mort- gage their franchises and estates, real and personal, to secure the payment of the bonds endorsed or issued as aforesaid. Sec. 149. Stockholders to fix time and place of directors' meeting. Ibid. The stockholders of corporations organized for the purpose of mining and operating mines in the State for valuable metals or metal ic substances may, by resolution, three-fourths 117 Sec. 150.] SUNDRY PROVISIONS of the entire stock being cast in the affirmative, change, direct, and appoint the time and place, or place at which all subsequent meetings of the direc- tors shall be held, and all meetings and business of the corporation so held and transacted in pursuance thereof shall be as valid and binding upon the com- pany as though held and done at the place thereto- fore appointed for the meetings of the directors. Sec. 150. Insurance companies. Reduction of capital. 1877, ch. 41. Any insurance company, chartered under either a general or special law of this State, is hereby authorized to reduce the amount of its capital stock, by the vote of its stockholders owning a majority of said stock ; and when such re- duction is so ordered by said stockholders, the board of directors shall amend the charter of such com- pany in the manner provided in § § 24, 25 ; Proi'ided, that any company availing itself of the power herein conferred, shal-l have and retain a surplus fund over the amount to which the capital stock shall be re- duced, sufficient safely to re-insure all of its out- standing risks and to protect the rights of all exist- ing creditors. Sec. 151. Educational corporations. May ac- quire real estate. 1889, ch. 229. Corporations heretofore created for purposes of education and learning under the provisions of the Acts of the General Assembly of Tennessee, passed prior to or subsequent to the adoption of the Constitution of 1870, shall have power to purchase and hold, or re- ceive by gift, in addition to the personal property owned by said corporation, any real estate necessary 118 AFFECTING PAHTICULAE COEPOEATIONS. [SeC. 154. for the transaction of the corporate business. They may also purchase or accept any real estate in pay- ment, or part payment of any debt due to the corpo- ration, and sell realty for corporation purposes. Sec. I5Z. Same ; — may have from five to thirty-three directors. 1889, ch. 181. In the or- ganization of corporations for the establishment of collegbSy universities, and other institutions of learn- ing, or wherever such institutions now existing shall deem it to the material interest of such college, uni- versity, or other institution of learning, the number of directors of such college, university, or other in- stitution of learning may be fixed in the charter or by the by-laws enacted or to be enacted by the di- rectors thereof at any number not exceeding thirty- three, and not .less than five, as shall be deemed best by said incorporations or directors of such proposed incorporation, or of such college, university, or other institution of learning. Sec. 153. Right of government to use of tele- graph and telephone w^ires. 1886, ch. 66. In con- sideration of the right of way over the public prop- erty herein conceded, every telegraph or telephone corporation shall, in the case of war, insurrec- tion, or civil commotion of any kind, and for the arrest of criminals, give immediate dispatch at the usual rates of charge to any message connested there- with of any officer of the State, or of the United States. (For concession referred to, see § 335). Sec. 154. Misdemeanor to violate the foregoing. Ibid. Any ofl&cer or agent of a telegraph or telephone company who fails or refuses to carry out the pro- 119 Sec. 155. SUNDRY PB0VISI0N8 visions of the preceding section, is guilty of a misde" meanor. Sec. 155. Messages to be sent in order of their delivery. Ibid. All other messages, including those received from other telegraph or telephone companies, shall be transmitted in order of their delivery, correctly, and without unreasonable delay, and shall be strictly confidential ; Provided, however, that arrangements may be made with the publishers of newspapers "for the transmission of intelligence of general and public interest. Sec. 156, Misdemeanor to violate foregoing. Ibid. Any ofiicer or agent of a telegraph or tele- phone company who wilfully violates either of the provisions of the preceding section, is guilty of a misdemeanor, and the telegraph or telephone com- pany so violating is liable in damages to the party aggrieved. Sec. 157. Misdemeanor to intercept message or injure property. Ibid. If any person with- out authority intercepts a dispatch or message trans- mitted by telegraph or telephone, or wilfully destroys or injures any telegraph [1891, ch. 14, or telephone] pole, wire, cable, or fixture, he is guilty of a mis- demeanor. Sec. 158, Penalty. 1891, ch. 14. Any person violating the provisions of [the foregoing section as to telephone messages, poles, wires, and fixtures] shall be deemed guilty of a misdemeanor, and upon conviction shall be fined not less than five dollars nor more than fifty dollars, and may be imprisoned at the discretion of the court. 120 AFFECTING PAKTICULAR CORPORATIONS. [SeC. 161. Sec. 159. Must receive and transmit messages from other companies. 1885, oh. 66. Every tele- graph or telephone company doing business in this State, must, under a penalty of five hundred dollars for each and every refusal so to do, transmit over its wires to localities on its lines for any individual or corporation, or other telegraph or telephone com- pany, such messages, dispatches, or correspondence as may be tendered to it by, or to be transmitted to any individual, or corporation, or other telegraph or tele- phone company, at the price customarily asked and obtained for the transmission of similar messages, dispatches, or correspondence, without discrimina- tion as to charges or promptness ; the penalty herein prescribed shall be recoverable in any court through proper form of law, one-half of which shall go to the prosecutor, and one-half to the State. Sec. i6o. Telephone companies must supply instruments and connections. Ibid. Every tele- phone company doing business within this State, and engaged in a general telephone business, shall sup- ply all applicants for telephone connection and facilities without discrimination or partiality, pro- vided such applicants comply or offer to comply with the reasonable regulations of the company. Sec. i6i. Shall impose no onerous conditions. Ibid. No such company shall impose any condition or restriction upon any such applicant that is not imposed impartially upon all persons or companies in like situations, nor shall such company discrim- inate against any individual or company engaged in lawful business by requiring as condition for fur- 121 Sec. 162.] SUNDRY PROVISIONS nishing such facilities that they shall not be used in the business of the applicant or otherwise, under penalty of one hundred dollars for each day such company continues such discrimination and refuses such facilities after compliance, or offer to comply with the reasonable regulations and time to furnish the same has elapsed, to be recovered by the appli- cant whose application is so neglected or refused. Sec. 162. Managers of corporations to file an- nual statements. 1891, Ex. S. ch. 26. § 8. All corpo- rations named or assessable (1.) underAct 1889, ch.96, § 8, [embracing, as amended 1891, Extr. Sess. ch. 26, § 3, " banking associations, loan, trust, insurance, investment, cemetery, and any other corporations not assessable under § § 13 and 14 of this Act, organized under the authority of the State, or of the United States;"] (2.) Or under Section 13 of the said Act, [embracing "All corporations engaged in the manufacture of any goods, wares, merchandise, or other articles of value, whether organized under the laws of this State, or of any other State of the United States, or of any for- eign States;"] (3.) Or under Section 14 of the said Act, [embracing "Every quasi public corporation doing business and being operated in this State, such as gas-works, water-works, electric lights, street rail- roads, dummy railroads, and all other corporations, public in their character, and which possess rights, franchises and privileges, except railroads," ] Are required, through their president, or manager, on or before June 1, 1892, and every year thereafter 122 AFFECTING PAETICULAR COEPOEATIONS. [SeC. 1 64-. on or before June 1, to make out and forward to the Comptroller of State a schedule or written statement containing the same matters and answers to all ques- tions required to be given to the Assessors, which shall be sworn to by the president or general mana- ger, and all companies failing or refusing to do so within thirty days after the time provided shall be guilty of a misdemeanor, and shall be liable for a fine of two hundred dollars, to go to the S'tate, for each day thereafter, and it shall be the duty of the Attorney-General to prosecute any and all parties so offending, upon notice from the State Comptroller. For schedules see § § 163-4-5). Sec. 163. Schedules required by the tax assess- ors from banking, financial and other corpora- tions. 1891, Ex. S. ch. 26, § 4. The president, or busi- ness manager, of any bank or banking associa- tion, or other corporation, included in the provisions of Section 8, of ch. 96, Acts of 1889, doing business under the laws of this State, is hereby required to declare, upon oath, before the Assessor, the amount of capital invested in such business, and each one hundred dollars of such capital for the purpose of this Act, and for the purpose of taxation, shall be held and regarded as one individual share in such bank or banking association, and such shares are hereby declared to be personal property. Sec. 164. Schedule required of manufacturers. 1889, ch. 96. § 13. For the purpose of assessing any manufactory the Assessor shall * * * * cause the owner, operator, business partner, president, or other chief ofiicial, operating the same, to answer 123 Sec. 165.] SUNDRY PROVISIONS under oath, and in writing, the following questions : 1. Is this manufactory owned and operated by a single person, a co-partnership, a joint stock com- pany, or a corporation ? 2. How much money has been invested in real es- tate, buildings, machinery, engines, water power, or other powers, tramways, and privileges, belonging to the manufactory ? What is their present value ? 3. Are there any stocks, bonds, or interest-bearing mortgage debts outstanding against the manufactory ? If stocks, state how much ? If debts secured by mortgage, state their amounts, and the rate of inter- est, and whether the interest is paid, or is in default, and if in default, how long ? What is the stock worth in the market? What dividends have been paid within the last two years ? What surplus is on hand, if any ? 4. What is, approximately, the gross amount of the articles annually manfactured or prepared by this manufactory ? What is the approximate amount and value of manufactured goods and materials for manufacture on hand ? Sec. 165. Schedule required of quasi-public corporations. Ibid § 14. For the purpose of such assessment the Assessor * * * shall cause the president or other chief officer operating the same [the corporations described in §162 as quasi-public corporations] to answer, under oath and in writing, the following questions : 1. What amount of money has been invested in real estate, buildings, machinery, engines, rights of way, tracks, motive power, rolling stock, and other 124 FOEEIGN CORPORATIONS. [See. 167. property and equipments used in operating the busi- ness of the corporation? 2. What is the amount of the bonded or mortgage debt of the corporation, if any? What the rate of interest? Is the interest paid or in default, and if in default, how long? 3. What amount of stock has been issued, and what can the stock be sold for in the market? 4. What dividends have been paid on the stock in the past two years? CHAPTER V. FOREIGN CORPORATIONS OTHER THAN INSURANCE AND BUILDING & LOAN COMPANIES. Section i66. May become incorporated in Ten- nessee. 1877, ch. 31. Corporations chartered or organized under the laws of other States or coun- tries, [1891, ch. 122, for any purpose whatsoever which may desire to do any kind of business in this State] may become incorporated in this State and may carry on in this State the business authorized by their respective charters, or the articles under which they are or may be organized, and may enjoy the rights and do the things therein specified, upon the terms and conditions, and in the manner and under the limitation herein declared. Sec. 167. Must file copy of foreign charter. Ibid. Every corporation created or organized under or by virtue of any government other than that 125 Sec. 168.] FOREIGN CORPORATIONS. of this State, [1891, ch. 122. for any purpose what- ever, desiring to own property or carry on business in this State of any kind or character], must first file in the office of Secretary of State, a copy of its char- ter or articles of association, certified in the manner directed by law for the authentication of the statutes of the State or country under whose laws such corpo- ration is chartered or organized, and must cause an abstract of the same to be recorded in the oflBce of the register of each county in which such corporation proposes to carry on its business or to acquire [1891, ch. 122. or own property.] Sec. i68. Penalties. 1891, ch. 122, amending 1877, ch. 31. It shall be unlawful for any foreign corporation to do or attempt to do any business or to own or to acquire any property in this State with- out having first complied with the provisions of this Act, and a violation of this statute shall subject the offender to a fine of not less than $100 nor more than $500, at the discretion of the jury trying the case. (See § 183). Sec. 169. Foreign becomes domestic corpora- tion. Ibid. When a corporation complies with the provisions of this Act it shall then be, to all intents and purposes, a domestic corporation and may sue and be sued in the courts of this State, and subject to the jurisdiction of the courts of this State just as though it were created under the laws of this State. Sec. 170. May hold property, etc. Escheat. 1877, ch. 31. Such corporation may purchase, acquire and hold real estate in fee or any other interest less than the fee, and personal property of every kind, as 126 FOREIGN CORPORATIONS. [See. 172. they may deem necessary or suitable for the car- rying on of the business specified in their said char- ters or articles of association, filed as aforesaid with the Secretary of State, and may sell, lease and con- vey such real estate as natural persons may do. And the State of Tennessee does hereby release its right of escheat by virtue of the alien origin of such cor- porations, or the alienage or non-residence of the shareholders of such corporation, or any of them. Sec. 171. Corporate property liable for debt. Ihid. The corporations, and the property of all cor- porations coming under the provisions of this Act, shall be liable for all the debts, liabilities and en- gagements of the said corporations, to be enforced in the manner provided by law, for the application of the property of natural persons to the payment of their debts, engagements and contracts. Sec. 172. Domestic creditors preferred, \vhen. Ibid. Nevertheless creditors who may be residents of this State shall have a priority in the distribution of assets, or subjection of the same or any part there- of, to the payment of debts over all simple contract creditors, being residents of any other country or countries, and also over mortgage or judgment cred- itors, for all debts, engagements and contracts which were made or owing by the said corporations previous to the filing and registration of such valid mort- gages, or the rendition of such valid judgments. But all such mortgages and judgments shall be valid, and shall constitute a prior lien on the property on which they are or may be charged as against all debts 127 Sec. 173.] FOREIGN COEPORATIONS. which may be incurred subsequent to the date of their registration or rendition. Sec. 173. Taxation and exemptions. Ibid. The said corporations shall be liable to taxation in all respects the same as natural persons resident in this State, and the property of its citizens is or may be liable to taxation ; but to no higher taxation, nor to any other mode of valuation, for the purpose of tax- ation ; and the said corporations shall be entitled to all such exemptions from taxation which are now or may be hereafter granted to citizens or corporations for the purpose of encouraging manufactures in this State or otherwise. Sec. 174. Mining and manufacturing corpora- tions. May construct roads, bridges, etc. Ibid. Such of said corporations as shall engage in the mining of coals, iron ore or other minerals, and in the manufacture of iron and other metals, shall have the right to construct and maintain roads, bridges, canals, tramways, telegraph lines and railroads be- tween their mines and their places of manufacture, and for purposes of inlet or outlet to or from any railroad now or hereafter to be constructed, or to any river or water way at the point or place most convenient for its operation and its business, and for this purpose such a corporation may purchase or acquire the nec- essary rights of way by contract with the owner or owners of the said lands on which the right of way is desired. (See § 147.) Sec. 175. Must begin business in one year. Ibid. All corporations coming under the provisions of this Act, shall in good faith and truly, within 128 FOREIGN COEPORATIONS. [See. 177. one year after filing witli tlie Secretary of State tiie certified copy of tiie cliarter or articles of association as hereinbefore provided, begin and proceed with the business described in the said charter or articles of association so filed, and shall in good faith con- tinue the same under the powers of said corporation in this said charter or articles of associations as in this Act declared; it being a chief object of this Act to secure the opening and development of the min- eral resources of the State, and to facilitate the intro- duction of foreign capital, and upon the failure of any such corporation to commence in good faith to develop and work some portion of its property with- in this State within one year after filing its said charter or articles of association in the office of the Secretary of State, all rights and privileges conferred by this act shall lapse and become void and of no effect. (See § 180). Sec. 176. May establish towns and make regu- lations for their government. IbM. Any corpora- tion obtaining and having the privileges of this Act, may establish towns, villages or settlements for the use and residence of its employes, and others, on any lands acquired by virtue of this Act, and until the population is sufi&ciently large for the formation of municipal corporations in any of such towns or villages, may establish such regulations for the gov- ernment thereof as shall not be inconsistent with the laws of this State. Sec. 177. Sale of intoxicating liquors prohibited on or near lands thereof. Ibid. It shall not be lawful for any person or persons (except for medical 129 k Sec. 187.] FOREIGN CORPORATIONS. uses as evidenced by the written order of some duly certified medical practitioner), nor for any corpora- tion, to distill, have, make, sell, barter, or give away, any spirituous liquor or intoxicating drink of any kind, whether described as " bitters," or by any other name that may be used to disguise its real nature or to evade the provisions of this Act, upon any lands acquired by any corporation under this Act, nor within a radius of five miles, (except within the boundaries of an incorporated town), from any mine or quarry, or of any furnace, rolling mill, foundry or factory of any kind established or purchased by any corporation under this Act, so long as such mine, quarry, furnace, rolling mill, foundry or factory is actually worked, or held for the purpose of being worked, or whilst under construction, and all the provisions and restrictions of Chapter 112 of the Acts of 1871, passed 14th December, 1871, are hereby de- clared applicable to all corporations organized under this Act ; and all persons violating any of the pro- visions of this section of this Act, shall be punished as declared in said Act of 1871. [1871, ch. 112, pre- scribes fine of not less than $100 nor over $250, and imprisonment in discretion of the court.] Sec. 178. Provisions of foreign charter contra- vening our laws are void. Ibid. If any such charter or articles of association, or any part thereof, filed as aforesaid in the office of the Secretary of State, should be in contravention or violation of the laws of this State, all such parts thereof as may be found to be m conflict with the laws of this State ehall be null and void. 130 FOREIGN CORPORATIONS. [Se6. 181. Sec. 179. Concerning companies previously contracting. 1881, ch. 111. Any foreign corporation or association now organized for the purpose and en- gaged in introducing labor, capital, and agricultural population into this State, which has or may have its charter registered as required by Act of 1877, chapter 31, (see § 166) and which may have heretofore pur- chased or contracted for any lands in good faith with- in this State, or shall do so for the purpose of having the same settled or occupied in good faith by bona fide agriculturists, herdsmen or mechanics, shall hold the same for the purposes aforesaid as a foreign cor- poration, free from all claim or right of escheat on the part of the State, and shall have all the privileges, benefits and rights conferred by the said Act of 1877, chapt&r 31, subject, however, to all the duties, liabil- ties, and restrictions in said act contained, and sub- ject to the laws of the State. Sec. i8o. Operations to be begun in two years. Ibid. Nothing in this act shall be so construed as to allow any company or companies organized or oper- ating under the provisions of this or any other act, to claim the benefits or relief herein provided for, or to purchase and hold lands or property under the provisions of this act, except for actual settlement or mining purposes, and that a settlement shall' be made thereon, or work begun for the development of said lands or mines within two years from the date of purchase and transfer of such lands, mines, or prop- erty to said company or companies. (See § 176.) Sec; i8i. Foreign corporations subjected to suit here. 1887, ch. 226. Any cOrporatiop claiming 131 Sec. 182.] FOREIGN C0EP0RATI0N8. existence under the laws of any other state, or of any country foreign to the United States found doing business in this State, shall be subject to suit here, to the same extent that corporations of this State are, by the laws thereof, liable to be sued so far as relates to any transaction had in whole or in part within this State, or any cause of action arising here, but not otherwise. Sec. 182. Acting through agents. Ibid. Any corporation having any transaction with persons, or having any transaction concerning any property situ- ated in this State, through any agency whatever, act- ing for it within the State, shall be held to be doing business here within the meaning of this Act. Sec. 183. Service and return of process, etc., Ibid. Process may be served upon any agent of said corporation found within the county where the suit is brought, no matter what character of agent such person may be ; and in the absence of such an agent, it shall be sufficient to serve the process upon any person, if found within the county where the suit is brought, who represented the corporation at the time the transaction out of which the suit arises took place or if the agency through which the transaction was had, be itself a corporation, then upon any agent of that corporation upon whom process might have been served if it were the defendant. The officer serving the process shall state the facts, upon whom issued, etc., in his return, and service of process so made shall be as effectual as if a corporation of this State were sued, and the process had been served as required by law. (See § 186). 132 FOREIGN CORPORATIONS. [SeC. 186. Sec. 184. Clerk to mail copy of process to home office. Ibid. But in order that defendant corpora- tion may also have effectual notice, it shall be the duty of the clerk to immediately mail a copy of the process to the home office of the corporation by reg- istered letter, the postage and fees for which shall be taxed as other costs. The clerk shall file with the papers in the cause a certificate of the fact of such mailing, and make a minute thereof upon the docket, and no judgment shall be taken in the case uutil thirty (30) days after the date of such mailing. Sec. 185. Plaintiff to lodge copy of process at home office. Ibid^ It shall be the duty of the plaintiff to lodge at the home office of the company, with any person found there, a written notice from him or his attorney, stating that such suit has been brought, accompanied by a copy of the process and the return of the officer thereon, of which fact affi- davit shall be made by the person lodging the same, stating the facts aiid with whom the notice was lodged, or else the plaintiff, or his attorney, shall make an affidavit that he has been prevented from serving such notice by circumstances which should reasonably excuse giving it, which circumstances the affidavit of the plaintiff, or his attorney, shall par- ticularly state ; and no judgment shall be taken un- til one or the other of these affidavits shall be filed and the court be satisfied that the notice has been given the defendant, or that the excuse for not doing so be sufficient. Sec. 186. Attachment of corporate property, 1891, ch. 122. When a foreign corporation which 133 Sec. 187.] TURNPIKE COMPANIES. has complied with the provisions of § § 166, 167, has no agent in this State upon whom process may be seirved by any person bringing suit against such cor- poration, then it may be proceeded against by an at- tachment to be levied upon any property owned by the corporation, and publication, as in other q,ttach- ment cases. But for the plaintiff to obtain an at- tachment he, his agent, or attorney, -need only make oath of the justness of his claim, that the defendant is a corporation organized under this Act, and that it has no agent in the county where the property sought to be attached is situated upon whom process can be served. CHAPTER VI. TUENPIKE COMPANIES. Section 187. May abandon ferries. 1889, ch. 223. Any turnpike company in this State whose charter requires or permits it to establish and run ferries, may abandon such ferries on any stream over which the county court may build a free bridge within such proximity to the ferry as to turn to the bridge the travel that formerly used the ferry. Sec. 188. Abandonment of road. 1889, ch. 197. All turnpike roads chartered under the laws of Ten- nessee and abandoned by the incorporators, or their successors, before completed for a period of five years, or, if completed, the same or any part thereof is afterward abandoned for the period of five years, 134 TURNPIKE COMPANIES. [See. 191. said abandonment shall be taken as a waiver of all rights under such charter to so much of said road as may be abandoned for said period. Sec. 189. Abandoned road. Ibid. If the abandoned road has been used by the public for said period of five years the county court, or Road Commissioners, are hereby authorized to declare said road, or part thereof, a public road,' classify the same, and keep it up as other public roads. But if said road has not been used for public travel for said period of five years the lands shall revert to the original owners. Sec. 190. Barriers along fills. 1879, oh. 167. All turnpike companies that shall hereafter place substantial barriers four feet high at dangerous places on their roads, when the fill or cut shall be three feet or more, shall be required at such places to have the grade of their road only twenty feet in width ; Pro- vided, no turnpike company shall have the benefit of this Act that charges toll for persons going to or returning from mill, church, or elections. Sec. 191. Location of gates. 1879, ch. 238. In all cases where the points or distances required by law for the erection of toll-gates, shall be in front of residences, or other buildings, or inconvenient on ac- count of fills, cuts or swamps, for the erection of the necessary buildings for said toll-gates, the turnpike companies of this State shall have the right to erect or remove said toll-gates to any points on either side of the place required by law within one-quarter of a mile of the same, so as not to interfere with or charge for travel on any road, or roads, now open or here^ after to be opened according to law, coming into sa-id 135 Sec, 192.] TURNPIKE COMPANIES. turnpikes within the space embraced by the removal of the gate; Provided, that no turnpike company shall be entitled to the provisions of this Act th at hereafter charges toll to persons going to mill, to church, or to election. Sec. 192, Gates at intersections of roads. 1879, ch. 239. In all cases where one turnpike road inter- sects another at or near a toll-gate, said toll-gate hav- ing been located under and by virtue of a charter previously granted, the two turnpike companies, by agreement with each other, may erect a toll-gate on the turnpike last constructed at the place of inter- section, upon the following conditions : 1. That the two turnpike companies shall agree not to charge, and shall not demand but one toll for traveling through the gates of both roads, at the place of intersection. 2. That no other gate shall be erected on the turn- pike last constructed nearer than four miles of the place of intersection, and if already erected, shall be mo ved so. as to conform to the terms of this Act. Whenever any turnpike companies shall avail themselves of the terms of this Act, they shall make a memorandum thereof in writing, signed by th© Presidents and Secretaries of the respective com- panies, which shall be registered in the Register's office of the county where the two turnpikes intersect. Sec. 193. Gates near town. 1881, ch. 78. Turn- pike companies who desire to do so may remove their toll-gates nearest the county town two miles from the corporate limits thereof, and such removal shall not affect the location of the o1>her gates of said coiat 136 TUENPIKE COMPANIES. [SeC. 195. panies as now they are or may hereafter be located under the provisions of their original charters. Sec. 194. Gates on fractional sections. 1887, ch. 161. It shall be lawful for turnpike companies whose roads are completed and open to travel any fractional distance of five miles over and above the distance covered by the gates they already have erected, and at which they are receiving toll, to erect other toll-gates at which they may receive such fractional toll as the said additional and fractional part of their road is a fractional part of five miles ; Provided, That said fractional distance is not less than two and one-half miles; And provided further j That said fractional toll-gate shall be kept within three-fourths of a mile of the terminus of their road. Sec. 195. Purchasers of turnpike may organize company. 1877, cb. 76. Whenever the property and franchises of any turnpike may have heretofore been sold, or may hereafter be sold under any judg- ment, decree or process, from any court of record, for the payment of debts due from such incorpo- rated company, the purchasers at such sale, or their assignees, may be organized into a corporate body with the right to have, hold and operate the property and franchises so purchased, with all the powers, rights, privileges and immunities, and subject to all the restrictions and duties conferred and imposed by the original charter, and amendments thureto, of the corporation whose property and franchise may have been sold, and for the period limited thereby. (See §203. 137 Sec. 197.] TURNPIKE COMPANIES. Sec. 196. Form of application for charter. Ibid. Where the charter and its amendments are contained in the printed Acts of the General Assem- bly of this State, it shall be sufficient for siMsh pur-» chasers, or their assignees, to make out a memoran- dum of said Acts, showing their titles, with the books, pages and sections, in which they are contained, and to attach thereto an application in this form : " We, the undersigned, purchasers or assignees of the purchasers of the property and franchisee of the corporation known as the (here insert the name), apply to the State of Tennessee for . a cha,rter of in- corporation, conferring upon us, and our successors, the powers, rights, privileges and immunities, sub- ject to the limitations and restrictions contained in the Acts of the General Assembly of the -State of Tennessee, a memorandum whereof is given above. We ask that our corporate name be (here insert it) ; and the main office of our company will be located at (here insert it). Witness our hands this day of ." [Signatures]. Sec. 197. Probate, registration, etc. The sig- natures of said purchasers, or their assignees, shall be acknowledged or proven before the clerk of the county court of any county in which any part of said property may be situated ; and the memorandum aforesaid, with the application and probate or ac- knowledgement, shall be registered in the Register's office of the county in which the main office of such new corporations may be fixed, and when so regis- tered, the same shall be filed and recorded in the 138 TURNPIKE COMPANIES. [Sep. 201' office of the Secretary of State, and a copy thereof duly certified under the great seal of this State, shall be competent and primary evidence in all the courts of this State, without being specially pleaded or copied into the record in any appellate proceeding. Sec. 198. Organization, when completed. Ibid. The formation of said association as a body politic and corporate with the powers, rights, privileges and immunities aforesaid, is hereby declared to be com- plete at and from the time said papers are filed in the office of the Secretary of State, and the validity thereof shall not in any legal proceedings be col- laterally impeached. Sec. 199. May issue shares. Ibid. Said pur- chasers,, or their assignees, at any time after said papers are filed in the office of the Secretary of State, may issue shares of stock of the same size and to the same amount as those permitted to the old corpora- tions, and to distribute such shares among said pur- chasers, or their assignees, in the proportion in which they are interested in the property purchased, and the holders of such new shares may elect the same kind of corporate officers, and exercise such other powers' as were conferred upon the stockholders in the old corporation. (See §116.) Sec. 200. Number of directors and officers. ibid. The stockholders of any corporation organized under this Act may reduce the number of directors and of the corporate officers to such number as they may think the corporate interests require. (See §114)- Sec. 201. No banking povirers granted. Ibid. Nothing in this Act contained shall be construed as 139 Sec. 202.] TURNPIKE COMPANIES. granting or permitting banking powers to any corpo- rations organized under its provisions. Sec. 202. Right of redemption. Ibid. In case of a sale hereafter to be made, the company shall have the right to redeem, for two years y the rights of creditors to advance bids, and of judgment creditors to redeem from purchasers, being the same as are applicable to parHes in the sale and redemption of real estate. Sec. 203. May organize under Act of 1875. Ibid. The purchaser or his assignee may have the option to organize under the old charter and amend- ments, or under the provisions of the Act passed March 19th, 1875, entitled, "An Act to provide for the organization of corporations,'" said purchaser, or assignee, uniting with himself five or more other persons ; Provided, that the new corporation shall take said corporate property free from exemption to taxa- tion by charter or otherwise ; Provided further, that the Legislature of the State shall at all times have the right and power to pass such laws in relation to such companies and turnpikes, roads, franchises, rights, powers, as the end of justice to the public or to individuals may require. \ See. 204. Principal office. 1889, ch. 120. Any turnpike corporation, organized under above Act, may designate and establish any toll-gate house on its road as its principal office, and any such com- pany, which rray have fixed or established its main office at any other or different place, may secure the benefits of this Act, and change its principal office by amending its charter, so as to designate the par- 140 TURNPIKE COMPANIES. [SeQ/208, ticular toll-house selected as its said oifice, and such amendment shall be applied for and obtained by any five of the directors signing a memorandum in writ- ing, and acknowledging the same before the county court of any county in whioh any part of its prop- erty may be situated, and having the same recorded in the Register's ofl&ce in which the original charter is recorded, and filed and recorded in the office of the Secretary of the State. Sec. 205. Width of road, etc. Code, 1284. Every turnpike or macadamized road company, chartered by the State, shall keep off of its road all impediments or inconveniences, or barriers to the full width al- lowed by its charter, [1877, ch. 101. the macadam- ized or mettled portion of which shall in no case be narrower than twelve feet, and twelve feet shall be the greatest width which said companies shall be required to keep their roads mettled or macadam- ized.] Sec. 206, Mettling turnpikes. Code, 1285. Every such company shall break the stones for mettling and keeping up any macadamized road so as not to exceed half a pound in weight, and shall in no case keep them heaped upon the road within the space between the ditches, nor, in any instance, permit these ditches to contract the road to a narrower space than is pre- scribed in the charter. Sec. 207. Violation indictable. Code, 1286. Any violation of these provisions shall be indictable. Sec. 208. Company may own lands. Code, 1287. Any turnpike company may purchase and hold such email parcels of land adjacent to the line of its road 141 Sec. 209.] TURNPIKE COMPANIES. as may be necessary for the purpose of procuring stone, gravel and timber, for repairing the same. Sec. 209. Forfeiture of charter to take tolls, etc., w^hen gate is opened. Code, 1288. If any grantee or owner of a turnpike or toll-bridge, or any keeper of a gate thereon, or any agent of the grantee or owner of the same, demand or receive any toll, or close any gate, or put any other obstruction on such road or bridge while the gate is required to be kept open by the superintendents, he may be indicted therefor, and, on conviction, the court shall adjudge and declare the charter to be forfeited, and that all the rights and privileges under it shall cease from the date of said conviction. Sec. 210. County court to control road or bridge. Code, 1289. And said road or bridge shall thenceforth be wholly under the control and manage- ment of the county court of the county or counties in which it is located ; each court to control that part of the road or bridge which lies in its own county. Sec. 211. Failure to keep in repair annuls char- ter. Code, 1290. If any grantee or owner of a turn- pike road or toll-bridge fail or refuse, for the space of six months at any one time, to put the same in good repair, the District Attorney having satisfactory in- formation of the fact, shall cause n, scire facias to be issued in the name of the State, stating the charge and complaint, and requiring the party to appear and show cause why the charter should not be forfeited and annulled. 142 TURNPIKE COMPAPIES. [See. 215. Sec. 212. Proceedings against non-residents. Code, 1291. If the defendant named in the scire facias be non-reeident, the attorney shall cause an order of publication, as in case of non-resident de- fendants in chancery, and the same shall be equiva- lent to personal service of the writ. Sec. 213. Must keep open and in repair. 1877, ch. 101, amending Code, 1292. Any person or body corporate, privileged by an Act of Assemby to open and keep in repair any toll-bridge or toll-gate, who shall fail to put and keep the same in repair, as re- quired by this Act, and the report of the County Superintendent, shall be subject to presentment and indictment therefor. Sec. 214. Repairs not required in excess of in- come. Ibid. County Superintendents shall have power to examine into the accounts of receipts and disbursements of said turnpike companies: Provided, it is claimed that said companies have so expended their moneys ; and if they find that said turnpike roads, or any one of them has expended the net proceeds of collections from tolls in the repair of their said roads, they must report this fact to the 6ounty court in their quarterly returns to said court, and this fact shall constitute a good defense to an indictment or presentment for failure to repair as required by law. Sec. 215. Not to be indicted for abandonment. Ibid. None of the turnpike roads of this State shall be indicted, or held otherwise amenable, for an aban- donment of any part of their original road : Provided, that if said company shall take toll for travel upon 143 Sec. 216.] TURNPIKE COMPANIES. any part of their road, said company must take up at least seven consecutive miles of said road, accord- ing to the terms of this Act : Provided, said road was not, originally, according to its charter, less than seven miles in length. Sec. 216. Certain trespasses pupishable. Code, 1293. If any person wilfully and intentionally de- stroy or remove any obstructions placed on a turnpike road by the agents of the company, for the. preserva- tion thereof, he shall forfeit and pay five dollars, to be recovered before any Justice of the Peace in the State, for the use of the State. Sec. 217. Double tolls. Code, 1294. Macadam- ized roads may charge and collect, at each gate, double tolls for all wagons hauling more than sixteen bales of cotton, or similar loads of other articles. Sec. 218. Tolls, loaded wagons. Code, 1295. No four or six horse wagon shall be charged as a loaded wagon unless it contains over one thousand pounds ; nor shall any two or three horse wagon be charged as a loaded wagon unless it contains over five hundred pounds. Sec. 2ig. Tolls, extra horses. Code, 1296. No toll shall be charged for extra horses in a wagon over four. Sec. 220. Shunning gates. Code, 1297. Any person who passes a turnpike gate without paying toll by going round any such gate, shall forfeit . five dollars, for the use of the turnpike, which may be recovered by the gate-keeper before any Justice of the Peace. 144 TURNPIKE COMPANIES. [See. 224. Sec. 221. Turnpike superintendents. 1877, ch. 101 amending Code, 1277. There shall be appointed by the county court of each county in the State, at its January term in each year, three superintendents, who shall act until their successors are appointed, whose duty it shall be to look over the several turn- pike roads and toll-bridges [1889, ch. 85, within the limits of ] the county and see that the same are kept in such repair as is required by law. Sec. 222. County judges, ex-officio superintend- ents. 1889, ch. 85. The judges or chairmen of the county courts of this State are ex officio superintend- ents of the turnpikes within the limits of their re- spective counties, and said judges or chairmen shall have power, and it shall be their duty to inspect said turnpikes whenever they may deem it proper or nec- essary, either alone or in company with the turnpike superintendents heretofore provided for, or said judge or chairman may, at his option, order said superintendents to inspect said turnpikes whenever he deems it necessary or proper. Sec. 223. Removal of superintendents. Code, 1278. The county court may, from time to time, as often as they may think the good of the public re- quires, appoint a new set of superintendents for any such turnpike roads or toll-bridges ; and the appoint- ment of a new set of superintendents shall make void the appointment of all former superintendents, made either by the General Assembly or the county court. Sec. 224. Appointments to be made by court in county where road lies. Code, 1279. Such super- 145 1 Sec. 225.] TURNPIKE COMPANIES. intendents shall in all cases be appointed by the county court of that county in Whose limits the greatest portion of the said road is situated. Sec. 225. W^hat interest disqualifies. Code, 1280. No person who is connected with the owners of said roads or bridges by consanguinity or affinity, or interested in the profits or tolls arising therefrom, shall be appointed such superintendent, [1889, ch. 85, nor shall the judge or chairman of a county court inspect any turnpike in which he is a stock- holder]. Sec. 226. Oath of superintendents. Code, 1281. At the time of their appointment said superintend- ents shall take, in open court, the following oath : "We solemnly swear that, in the execution of the duties required of us as superintendents of the turn- pike roads and toll-bridges, we will do equal and im- partial justice to the best of our knowledge and belief, and that we are not interested in the profits or tolls arising therefrom." Sec. 227. Inspection on complaint of travelers. 1879, oh. 47. On complaint made to the judge or chairman of any county court, by any three parties aficustomed to travel over any turnpike or toll-bridge, the said judge or chairman is authorized to direct the turnpike superintendents to visit that portion of the road or toll-bridge complained of, and make a report of the condition of the same to the next term of the quarterly court. Sec. 228. When gates to be opened. Code, 1282. Whenever, in the opinion of a majority of said super- intendents, any road or bridge shall manifestly be in 146 TURNPIKE COMPANIES. [See. 230a bad condition they may open tire- ga,^ of such pub- lic way until it is put in good order and condition. Sec. 229. Superintendents to report annually. 1877, ch. 101. They shall report [1879, ch. 47, annu- ally, on the first Monday in January] to the county court as to the condition of the turnpike roads and toll-bridges in said county, which said report shall be spread upon the minutes of the court, at the cost of the turnpike companies, and said report or return of said superintendents shall be prima facie evidence as to the matters therein reported upon relative to the condition of said roads, in any suit or action against them. Sec. 230. Compensation of superintendents. Code, 1283. Said superintendents shall receive for their services such compensation as shall be allowed by the county court, which shall be paid by the owners of said bridges and roads, [1889, ch. 85, but said judges or chairmen of the county court shall receive no compensation for the aforesaid service, except that said judges or chairmen shall pay no toll when inspecting said turnpikes]. Sec. 230a. Extension of time for building. 1891, ch. 158. All turnpike companies in this State, which commenced to build their roads previous to May 1, 1861, and which have failed to complete the building of the full length of their roads, be and the same are hereby authorized and allowed to complete said roads the full length then permitted or allowed by law within two years from the passage of this Act ; pro- vided, that no additional gate to which said company shall be entitled when their road is completed shall 147 Sec. 231.] RAILROAD COMPANIES. be located between any two gates already estab- lished. (Approved March 25, 1891.) Sec. 231. County may buy turnpike, how. 1881, ch. 118. [This Act provides that " any turnpike company shall have the right to convey, no consideir ation, however, to be paid by the county court, its road-bed, bridges,toll-houses, rights of way,f ranchises, etc., to the county court of the county in which said road-bed lies," and further proceeds to invest the county courts with certain rights and powers in the premises, and to impose certain duties. See M. & V. §§1491-1512]. Sec. 232. Toll-bridges and causew^ays. Code, 1298. Those provisions of this [chapter which are taken from the Code] apply to all toll-bridges and causeways established by law as well as to turnpikes. CHAPTER VII. RAILROAD COMPANIES. I. Op Stockholders' Meetings. Sec, 233. Stockholders may call meeting. 1868-9, ch. 27. When any board of president and directors of any railroad company, which is, or may be in- corporated by the laws of Tennessee, or any other officer or officers of such company, whose duty or power it may be by the terms of the charter or by- laws of said company, to call the meeting of stock- holders thereof, for the purpose of electing a board 148 stockholders' meetings. [Sec. 236 of directors, managers, or other officers of such com- pany, shall neglect or fail to make such call of stock- holders on the time and in the manner necessary to have such election at the regular time thereof ; or if any such board of president, directors, or other officer or officers proper to be elected by the stock- holders of such company, or any portion of them does, or shall assume to hold or exer$iise their offices as such, beyond the regular time for which they were elected, then it shall be lawful for any one or more of the stockholders of said company to call a meet- ing of his or their company stockholders therein, by giving notice for the length of time, and in the man- ner prescribed by the company's charter of the object and place of such called meeting. Sec. 234. Powers of meeting. Ibid. The stock- holders assembled in pursuance of such call, by one or more stockholders, shall be compatent upon the terms hereinafter prescribed, to elect a board of directors, managers, or other officers, as though- they had been regularly called for the purpose by the officer or authority whose duty or power it was so to do. Sec. 235. Majority of stock constitutes quorum. Ibid. In all meetings herein provided for, there shall be represented directly, or by proxy, a majority of all the stock of the company which had been sub- scribed up to the day on which the regular term ex- pired, for which the incumbent overholding board of president and directors were elected. Sec. 236. Expenses of the meeting. Ibid. All costs incident to the calling of such stockholders shall .149 Sec. 237] EAlLEOAD COMPANIES. be at the individual expense of the party or parties so calling and not chargeable to the company. Sec. 237. Place and time of meeting. Ibid. In case there should be more than one call of stock- holders' meeting under the provisions of this Act, and different places should be designated for such meeting in the different calls, some house shall be selected for the meeting in the town or place where the principal office of the company is established, and if such office is nowhere established, then some house in the town or place where the last like elec- tion was held, and subject to this provision as to the place for the meeting, that call designating the ear- liest period for the meeting allowed by the require- ments of the company charter, as to notice therefor, shall always control and prevail as to the time for such meeting. Sec. 238. Petition to Judge. Ibid. When any meeting of stockholders in any such railroad company shall be called under the provisions of this Act, any one or more of the stockholders making such call may apply either in open court, or at cham- bers, to the Judge of the circuit court wherein is situated the town or place designated for such stock- holders' meeting, by petition duly sworn to and set- ting forth all material facts ; and should there be for the time no such circuit judge, or should he from absence or other cause be unable to act, then, in like manner, to the Chancellor of the district in which is the place designated for such meeting, and after five . days notice by the delivery of a copy of the petition filed in the premises to the acting president, secre'-' 150 . stockholders' meetings. [Sec. 24t. tary, or treasurer of the company, or to any mem- ber of the overholding board. Sec. 239, Judges of election to be appoint- ed. Ibid. If the material allegations of such petition be not directly denied by answer of such overhold- ing board of president and directors, duly sworn to, or if such Judge or Chancellor be satisfied of the fact, that such directors, or officers, or any por- tion of them are holding over beyond the regular term for which they were elected, or that there has been failure to give the required notice under the company's charter for the stockholders' meeting, to elect their successors at the regular time therefor, then it shall be the duty of the said Circuit Judge or Chancellor, conforming to the requirements as to the time and place of meeting provided in § 237, upon such application therefor to appoint by order in writing, three competent judges to hold such stock- holders' election and cause them to be duly sworn, to hold the same faithfully, impartially, and in accord- ance with law, at the time and place designated in their appointment. Sec. 240. Order to be entered on minute book. Ibid. The order of such Judge or Chancellor, together with the oath as taken by such election judges shall be entered by the clerk upon the minute book of his court, as an order of the court, in term, or at chambers, as the case may be, and such entry shall be evidence on trial of all causes in this State^ as other records of the same court. Sec. 241. Judge to appoint clerk and other necessary officers. Ibid. The election shall be held 151 Sec, 242.] RAILROAD COMPANIES. at the time and place designated by the appointing Judge, or Chancellor, and he shall also appoint with such election judges, and clerks or other assistants he may deem necessary for properly holding or re- porting such election. The clerks or other assistants so appointed are to be duly sworn to faithfully perform their duties as such. Sec. 242. Officers of company to furnish list of stockholders. Ibid. The Judge, or Chancellor, shall, upon motion, make all necessary orders upon the acting secretary or other ofl&cer in charge of the books, or stock subscriptions of such company, to file with the clerk of his court a true and correct list of all stockholders in the company, the number of shares owned by each, whether subscribed or trans- ferred, and the respective dates of such subscription or transfer, which list shall be for the information of the judges of election in holding the same. Sec. 243. Mode of holding election. Return of results. Ibid. The election shall be held by the judges herein provided for, in the method and on the terms prescribed for like elections by the charter of the company for which the same may be held, and if no method be so prescribed, then the election shall be by ballot, and the judges thereof shall make out an accurate list of all stockholders voting in such election, either directly or by proxy, and of all votes rejected by them, together with a correct statement of the results of such election, which list and state- ment of results shall be certified by the election judges to. the clerk of the court held by the Judge or Chancellor appointing them, and entered upon the 152 STOCKHOLDEES' MEETINGS. [See. 246. minute book of his court for inspection by any stock- holder. Sec. 244. Clerk's compensation. Judges' re- turn to be read as evidence. Ibid. The clerk shall receive for such entry the compensation established by law for copying record matter. Attested tran- script of such entry shall be evidence in all courts of this State, as the duly taken, .depositions of such election judges, but expressly shall not be of the con- clusive nature of other records of such court. Sec. 245. Certificatesof election, etc. Ibid. The judges of the election shall issue certificates of elec- tion to the persons receiving the greatest number of votes cast, or the number required by the terms of the company's charter, as the case may be, and such certificates shall entitle the persons so certified as elected to immediately qualify as directors, mana- gers, or other ofiicers accordingly as they were elected, and they shall be and continue such directors, mana- gers, or officers of the company for which they may be elected for the period of time prescribed by such company's charter, reckoning the time to begin upon the day of their election, with all the rights and powers in full permitted to directors, managers, or officers, as the case may be, by the charter of the company for which they may have been so elected, and the privilege of enforcing and est.i.blishing such rights and powers in any manner allowed by the laws of this State. Sec. 246. Old board to turn over property, etc. Ibid. Any directors, managerSj or officers who may be elected under the provisions of this Act, may, upon 153 Sec. 247.] RAILROAD COMPANIES. their organization as a board of president and direc-. tors, or managers, as required by their company charter, in their name and capacity as such, demand and receive of the over- holding board of the. presi- dent and directors or managers they may have been elected to succeed, and of any and all persons whom- soever, all books, papers, property and effects belong- ing to the company for which they may have been so elected, and proper to be possessed and controlled by the board of president and directors, managers, or other officers as the case may be thereof. Sec. 247. New board may sue for property. Ibid. If, upon such demand and production of their certificates of election, such over-holding board, or any portion of them, or any persons whomsoever, having possession thereof, shall refuse or fail to de- liver to the parties so demanding, all such company books, papers, property and effects, then the parties so elected may file their petition, duly sworn to, set- ting forth such demand and refusal, and other material facts, making the proper parties defendants, and praying for the necessary relief in the circuit court for the county, or chancery court of the dis- trict, wherein their election was made. Sec. 248. Court to issue -writs, etc., or appoint receiver. Ibid. Immediately upon the filing of such petition, if therein so prayed for, or at any time thereafter, upon motion of petitioners, either in open court or at chambers therefor, and five days notice to defendants, or any one of them, the Judge, or Chan- cellor, of. the court in which the same may be filed, shall, upon petitioners entering into bond with 154 RAILROAD COMPANIES. [Seo. 250- security for the proper indemnity of defendants, in the amount and condition directed in his sound dis- cretion, cause to be issued and properly directed all writs used by either, or both, of such circuit or chancery courts, whether such writs be in the nature of writs of attachment, replevin, writs of possession, or injunction, or of any other character, which may be essential to right and justice in the prendises, and to this end all necessary power and jurisdiction is hereby conferred upon such courts. Such courts may also, in such cases deemed proper, appoint receivers. Sec. 249. Procedure governed by chancery rules. Ibid. Copy of petition, with subpoena to answer, shall be served upon defendants, and the cause, excepting so far as differently provided for herein, be carried on in due course, as required by the rules of practice governing other suits of equita- ble nature in the court to which the same may be brought, with full right to defendants to raise such questions of law or fact as may be necessary to con- test the right of petitioners to such offices, or sustain their own, by reason of any fraud or illegality in the elections thereto. II. Of the Lease, Consolidation, Sale and Mortgagin& op Railroads. Sec. 250. May lease connecting lines. Code^ 1122. A railroad company owning any main line, may contract with any company owning a railroad 155 Sec. 251.] LEASE, CONSOLIDATION, SALE connecting with such main line, for the lease thereof. (See § 122). Sec. 251. To b» held subject to prior liens and liabilities. Code, 1123. The lessee shall hold such road subject to the liens and liabilities to which it was subject in the hands of the lessor, and be bound for all payments for which the lessor was liable. Sec. 252. Must be ratified by stockholders. 1867-8, ch. 72. It shall not be lawful for the receiver, president, or president and directors, or superintend- ent, or other officer or agent, of any of the railroads in this State, to lease to, or consolidate, the railroads controlled by them or either of them, with any rail- road, without the consent of the stockholders, given at a regular annual meeting of the stockholders of the road proposed to be thus leased or consolidated ; which consent shall be manifested by a vote of three- fourths of the stock present or represented at such annual meeting, in favor of such leasing or consoli- dation. Sec. 253. Each share entitled to one vote. Ibid. At the annual meeting of the stockholders, when a vote is taken on a proposition to lease or con- solidate any railroad in this State [1868-9, Priv. Acts, ch. 2, and in all elections held by any of the railroads in this State] each share held by a stockholder shall entitle him to one vote. Sec. 254. May purchase stock and securities of other roads. 1869-70, Priv. Acts, ch. 49. It shall be lawful for any railroad company, created by and existing under the laws of this State, and for any lessees of a railroad of such company, from time to 156 AND MORTGAGING OF RAILROADS. [See. 258. time, to subscribe for or purchase the stock and bonds, or either, of any other railroad company or companies chartered by, or of which the road or roads is or are authorized to extend into this State. Sec. 255. May construct, equip, qtc, other roads. Ibid. It may make contract with such company or companies for the construction, maintenance, repairs, equipments, as well as lease of such other railroad or railroads, upon such terms as may be agreed upon by the company or companies owning the same, or by the companies and such lessees. Sec. 256. Act applies to connecting roads only. Ibid. This act shall apply only to roads that directly, or by means of intervening roads, connect with each other. Sec. 257. May issue mortgage bonds. 1870-71, ch. 116. Either or any of the railroad companies in this State may issue their respective company bonds in such amounts and bearing such rate of interest, not exceeding the legal rate of interest at the place where payable, as may be determined on by stock- holders representing a majority of all the stock in the company of which bonds are proposed to be issued, and may secure the payment of such bonds, principal and interest, by mortgage of the franchises, road-bed, superstructure, equipinents and property of every description of such railroad company. Sec. 258. May purchase other roads, fran- chises, etc. 1871, ch. 22. Any railroad company heretofore incorporated or hereafter to be incorpo- rated by the laws of this state, shall have the right and power to purchase the road-bed, right of way, 157 Sec. 259. LEASE, CONSOLIDATION, SALE depots, rolling stock, franchises, and other property belonging to any other railroad company heretofore incorporated or hereafter to be incorporated by the laws of this state, the said company thus making the purchase being invested with authority over the road or roads, whether wholly or partially finished or equipped, their property and franchises bought as aforesaid, in as full and ample a manner as if the road or roads thus purchased had constituted a part of the original property of the purchasing company under its corporate organization and the amendments thereto. Sec. 259. Name of purchasing company to be used. Ibid. The name and style of the purchasing company is thereafter to be used in all suits, con- tracts, and other business growing out of the purchase and consolidation as aforesaid; but no purchase, sale or consolidation under this Act shall interfere with or divest any rights or liens held by any person or incorporation on or against any road so purchased, sold or consolidated as aforesaid. Sec. 260. Corporate existence prolonged for certain purposes. Ibid, In case the railroad com- pany whose corporate powers have been transferred by a sale as aforesaid, has brought suits in law or equity, or holds any claims or rights of action ex- cepted and reserved by the terms of said sale, the corporation may have a continuance sufiiciently long for the purpose of collecting said claims and paying to or dividing the same among the stockholders or the parties entitled thereto. 168 AND MORTGAGING OF RAILROADS. [SeC. 263. Sec. 261 . Purchasing company may issue mort- gage bonds. Ibid. The company making the pur- chase or purchases as aforesaid, shall have the power and authority to issue bonds for the purpose of fin- ishing, equipping, paying for, or repairing said roads purchased as aforesaid ; and for the payment of prin- cipal and interest of said bonds, the said roads, the road-bed, rolling stock, depots, and other property thus purchased, all or a part as may be agreed on by the contracting parties, may be mortgaged therefor, and in addition to the security afforded by said mort- gage the other property of said company is, of course, •to be generally liable for the payment of the same ; Provided, that this Act shall in no way impair any lien or mortgage or priorities of lien that the State of Tennessee has upon any of the said railroad compa- nies or upon the property of said companies. Sec, 262. Right to purchase franchises of other roads, consolidate, issue bonds, etc. 1871, ch. 69. Every existing railroad corporation in this state, whether created under a general or special law, shall have the right and the power to acquire by purchase or other lawful contract, and have, hold, use and operate any railroad with its franchises belonging to any other railroad corporation ; and likewise to have, hold, use and operate any such railroad with its fran- chises which it may have heretofore purchased or acquired. (See § 267). Sec. 263. May borrow money and issue mort- gage bonds. Ibid. It shall also have the power to borrow money and to issue its bonds therefor, or for any other indebtedness or liability which it may 169 Sec. 264.] LEASE, CONSOLIDATIOlSf, SALE incur or have incurred in the exercise of its lawful purposes, and to secure the payment of such bonds with the interest thereon, by a mortgage of the whole or any part of its railroad and equipments and other property and franchises, cpntaining such provis- ions as its directors shall approve. Sec. 264, May consolidate ■with connecting lines. Ibid. It shall also have the power to consolidate itself with any other railroad corporation, whose road shall connect with or intersect the road of such existing railroad corporation, or any branch thereof ; and so to consolidate itself upon such terms and con- ditions and under such corporate name as shall be agreed upon in writing between such corporations respectively. Sec. 265. Prior rights saved. Ratification by stockholders. Ibid. Nothing herein contained shall affect or impair in any way any mortgage, right, lien or priority of the State of Tennessee, or the rights of any creditors of such corporations ; and that no such consolidation shall be consummated, or be complete, until it and the terms and conditions thereof shall have been approved by a majority of the stockholders of such consolidating companies respectively. See. 266. Agreement to be filed with Secretary of State. Ibid. The agreement for such Consoli- dation, together with the evidence of the approval thereof by such stockholders, shall be filed in the office of the Sectretary of State. Sec. 267. To what companies above Act applies. 1875, ch. 51. The above Act, 1871, ch. 69, shall ex- tend and apply to consolidations between railroad 160 AND MORTGAGING OF RAILROADS. [SeC. 267a companies existing under the joint legislation of this and another state or states, and railroad companies incorporated by this or other state or states whose roads connect with or intersect each other in this or any other state, and the s^id Act shall be so construed ; and all such consolidations heretofore made are here- by ratified and confirmed, notwithstanding the form- er companies may have been indebted to this etate as set forth in the second section of the Act to which this is a supplement. Nothing in this Act shall be construed to give any right of way in, through or over any territory, county, district or municipality not heretofore given by law. Sec. 267a. Same, further extended. 1877, ch. 72. Said Acts, 1871, ch. 69, and 1875, ch. 51, shall also extend and apply to all railroad corporations now existing or hereafter to be created in this state, whether under a special or general law or laws, or by virtue of statutes of any other state, ratified or confirmed by authority of the state of Tennessee. But no railroad corporation indebted to the state of Tennessee shall be entitled to the benefit of said Acts or of this Act until such corporation shall have fully paid off and discharged all such indebtedness act- ually due the state at the date of such consolidation. Sec. 268. Consolidation with connecting roads. Ibid. Any railroad corporation existing, or which may hereafter exist in this State, whether creat- ed under a general or special law, or existing by virtue of charter or law of this State or of any other state, ratified by this State, and authorized to maintain and operate a railroad within this State, m 161 Sec. 269.] LEASE, consolidation, sale shall have the right and power to consolidate itself with any other railroad corporation whose road shall connect with or intersect the road of such railroad corporation, or any branch thereof, upon such terms and conditions, and under "such corporate name as shall be agreed upon in writing between such corpo- rations respectively. Sec. 269. Rights reserved. Stockholders must ratify. Ibid. Nothing herein contained shall affect or impair in any way any mortgage, right, lien or claim of the State of Tennessee, or the rights of any creditor of such corporations, and no such con- solidation shall be consummated or be completed until it and the termp thereof shall have been ap- proved by a majority of stockholders of such con- solidating companies respectively. Sec. 270. Agreement to be filed with Secretary of State. Ibid. The agreement of such consolida- tion, together with the evidence of the approval thereof, by such stockholders, shall be filed in the office of the Secretary of State, and be by him re- corded. Sec. 271. Indebtedness to State must be first paid. Ibid. Such agreement of consolidation shall not be of any force or effect until said railroad com- pany or companies shall have paid off and discharged all indebtedness, if any, actually due by them or eitber of them to the State of Tennessee at the date of such consolidation. Sec. 272. To have corporate rights, etc., of the original corporations. Ibid. The said corpora- tion so formed by the consolidation of two or more 162 AND MORTGAGING OF RAILROADS. [See. 274- railroad corporations, as aforesaid, shall have, pos- sess and exercise all the rights, powers, privileges, immunities and franchises, and be subject to all the duties and obligations, (not inconsistent with the provisions of this Act) conferred and imposed by the laws of this State upon such companies so consoli- dating, cr either of them. Sec. 273. General corporate powers. Ibid. Said consolidated company shall have power to fix the number of its directors and the time of their election ; the number, names and duties of its officers ; to pass by-laws for the government of the company, and the management of its affairs ; to fix the amount of its capital stock, which shall be divided into shares of $100 each, and issue bonds and dispose of same in such form and denomination, and bearing such inter- est as the board of directors may determine, and to secure the payment thereof by mortgage of every and all the property and franchises of said consoli- dated company and of the companies from which it was formed: and to do all other acts and things which the said companies, so consolidating, or either of them, might have done previous to such consoli- dation. Sec. 274. This act not to enlarge powers. Ibid. Nothing in this Act shall be understood or construed to give or to transfer to, or confer upon, any such consolidated company, or company or person operat- ing such consolidation of railroads, as provided for in this Act, or in any other law of this State, any franchise, right, power, immunity or exemption not now granted by the laws of this State to the railway 163 Sec. 275.] LEASE, CONSOLIDATION, SALE companies which may form part of such consolidated company. Sec. 275. Taxation of new company. Ibid. No exemption from taxation under the revenue laws of this State, of railroad property and franchises, and capital stock thereon, contained in railway charters, or other railway laws of this State, shall be, by this Act, or any other law of this State providing for such consolidation, transferred to or conferred upon such consolidated company, or the property and franchises and capital stock therein, of such consolidation of railroads, or of the property appertaining thereto and used in the operation thereof. Sec. 276. Discrimination and extortion. Ibid. The State shall have the power, by appropriate legis- lation, to prevent unjust discriminations against, and extortions for, freights and passage over all railroads in this State. Sec. 277. Rights of material men and others- Ibid. No railroad company shall have power under this Act or any of the laws of this state to give or create any mortgage or other kind of lien on its railway property in this state, which shall be valid and binding against judgments and decrees and exe- cutions therefrom, for timbers furnished and work and labor done on, or for damage done to persons and property in the operation of its railroad in this state. Sec. 278. Purchasers of road may incorporate. 1877, ch. 12. The purchasers of any railroad chartered by this State, and lying in whole or in part in this State, which is sold under any mortgage heretofore 164 AND MORTGAGING OF RAILROADS. [See. 279. or hereafter executed by it, [1879, ch. 52,* whenever the property and franchises of any railroad may have heretofore been sold, or may hereafter be sold, or may hereafter be sold under any judgment, de- cree, or process from any of the courts of record of this State for the payment of any debt due from said incorporated company, the purchasers at said sale, or their assignees may organize into a corporate com- pany or body, with the right to have, hold and operate the property and franchises so purchased, with all powers, rights, privileges and immunities, and sub- ject to all the restrictions imposed by the original charter and amendments thereto of the corporation whose property and franchisee have been sold]. Sec. 279. Purchasers under mortgage executed prior to passage of Act, Mar. 19, 1877. Ibid. In case of any railroad company chartered by this State or other state, and whose road lies in part or in whole in this State, which has heretofore mortgaged its franchises, roadbeds, superstructures and property of every description, as provided or allowed in the Act of 1870-1871, Chapter 116, (§ 257) or other law or laws, and said mortgage shall afterward be foreclosed in any court of this or of the United States having jurisdiction thereof, by sale under said mortgage, then and in that case the purchasers at said sale shall, by virtue thereof, be entitled to and be invested with the said franchises and property, and with all the rights, privileges and immunities appertaining thereto by the laws of this State in the Act of in- *The amendment leares thia section in extremely awkward shape, but the lawmakers, not the compiler, are responsible. 165 Sec. 280.] LEASE, CONSOLIDATION, SALE corporation of said company, and the amendments thereto, and the general internal improvement law, or other laws of this State, in as full a manner as the said company or companies are or were. Sec. 280. Liable to taxation. Ibid. Nothing herein contained shall be so construed as to exempt said railroad and its property from liability to State, county, and municipal taxation ; and provided further, that the purchasers waive any right of exemption from taxation, if any existed in the original charter, or other law of this State, in favor of such railroad property, or stock therein. Sec. 281. Purchasers may organize new com- pany. . Ibid. The purchasers of such railroad, its property and franchises, may, after being put in pos- session of said property under such sale, meet to- gether, adopt a name for the company or corporation to operate said railroad, and elect a board of direc- tors of such members as they may see fit, not less than three, at least one of whom shall reside in this State. Sec. 282. Rights of individual purchasers. Ibid. In such meeting of said purchasers every person in- terested in the said purchase shall be entitled to one vote for every $100 of such interest, unless the num- ber of votes to which each party shall be entitled, and the mode of representing the interest of the pur- chasers shall have been previously agreed upon among the parties interested in said purchase. Sec. 283. Directors to elect officers, adopt by- laws, etc. Ibid. The said board of directors shall 166 AND MORTGAGING OF RAILROADb. [SeC. 285- proceed to elect a president and such other officers as may be expedient for the proper management of said property, fix their compensation and duties, and adopt by-laws for the government of said company, not inconsistent with the laws of this State, and shall fix the amount of the capital stock of said com- pany, and the amount of stock or bonds, or both, which shall represent the interest of said purchasers, dividing such stock into shares of $100 each. Sec. 284. Certificate to be filed with Secretary of State. Ibid. The said board of directors shall make a certificate showing the name of the corpora- tion, the amount of its capital stock, the shares into which the same is divided, the number and residence of the board of directors, where the road lies, and the name or names by which it has heretofore been chartered and known, and shall cause the same to be signed by the president and the members of such board, and to be filed with the Secretary of State of this State. Sec. 285. Corporate powers. Ibid. Thereupon the said purchasers shall be a body corporate, under the name so adopted, with all the rights, powers, privileges, immunities and franchises possessed under the laws of this State by the company or companies whose road and franchises were sold as aforesaid, under the acts of incorporation thereof, or any amendments thereto, any subsequent act or acts of this State, and with all the rights, powers, privileges and franchises possessed by the corporations formed and organized for the building of railroads under 167 Sec. 286] LEASE CONSOLIDATION, SALE title 9, ch. 4, art. 1,* or other provisions of the Code of this State. Sec. 286. Directors to issue stock certificates, etc. Ibid. And said Board of Directors shall issue to the parties interested in the purchase of said rail- road, shares of the capital stock thereof of $100 each, to such amount as they shall determine, in propor- tion to their rights and interests in the property, whicli shares shall be fully paid, and not liable to calls, and also such bonds and obligations as they may determine. Sec. 287. No mortgage to be valid against cer- tain judgments. Ibid. No railroad company or corporation shall have the power under this Act, or any other law of this State, to create a mortgage or other kind of lien on its property in this State which shall be valid and binding against judgments or de- crees, and execution therefrom for timbers furnished or work and labor done on its road, or for damage done to persons and property in the operation of its road in this State. Sec. 288. Reserved powers of State. Ibid. This State shall have such powers over the operations of all railroads in this State as to prevent, by appropri- ate legislation, unjust discrimination against and ex- tortions for freight and passage over such railroads. Sec. 289. Prior liens saved. Ibid. Nothing in this Act contained shall be so construed as to inter- fere in any manner with valid prior mortgage liens, if any, upon the property, rights, franchises and *Probahly Thompson & Steger's Code, ISOTo et seq., eompriain j 1870-71, ch. 54. But see $21 herein, 168 AND MORTGAGING OP RAILROADS. fSec. 292. privileges of the company whose road may be sold as aforesaid, nor in any way to impair, modify, or diminish the right of priority of any lien this State may have on the property so sold. Sec. 290. Certain rights not granted herein. Ibid. Nothing herein contained shall be construed as giving to the purchasers of any road any rights, immunities or privileges that had been forfeited pre- vious to the purchase, whether said forfeitures had been declared or not, nor to give, nor shall any thing herein contained be construed to give the said roads any claim against the State of Tennessee under the internal improvement laws, nor shall they have any exemption from taxation ; nor to give the purchasers any right or exemption from taxation, by the State of Tennessee or any counties or municipalities through which said roads may pass, which were granted under the original charters of the railroads purchased, or other laws of this State. Sec. 291. May purchase at sale in this or ad- joining States. 1877, ch. 20. Any railroad corpora- tion which has been created, or whose corporate existence has been recognized by any act of the legislature of this State, is hereby authorized and empowered to become purchaser of any railroad sold in this or any adjoining State under any judicial pro- ceedings in such State, or sold by any person or per- sons natural or corporate, who may have purchased or derived title under or from any such judicial sale. Sec. 292. May issue bonds and preferred stock. 1881, ch. 9. All railroad companies now or hereafter existing under the laws of this State, or of 169 Sec. 293. J LEASE, CONSOLIDATION, SALE this State and any other state or states whose original charter of incorporation was granted by the State of Tennessee, be and they are hereby authorized and empowered to issue bonds, and secure the payment thereof by mortgage upon their franchises and prop- erty in any state, or states, or upon any part of such franchis3s and property, or to issue income or de- benture bonds, and such guaranteed, preferred, and common stock as may be determined upon by their stockholders ; provided, the same be approved by the votes of the holders of three-fourths in amount of the entire stock of said company at a regular or called meeting of the stockholders of said company ; provided, that sixty days' notice be given in a Mem- phis, Knoxville, and Nashville daily newspaper of the time, place, and purpose of the meeting. Sec. 293. Lines in other states. Ibid. All railroad companies now or hereafter existing under the laws of this state, or of this state and any other state or states, be and they are hereby authorized and empowered to build, lease, or let, acquire by pur- chase, lease, or otherwise, and operate, hold, or dis- pose of any railroad, or railroads, in any state or states, or any parts or portions of any such railroad, or railroads, and the distribution thereof, as may be determined upon by their stockholders, and to acquire by purchase or otherwise, and hold or dispose of any bonds or shares of the capital stock of any railroad company or companies in any state, or states, and to indorse and guarantee the bonds of any railroad company or companies in any state, or states, and whose original 170 AND MORTSAGINQ OF RAILROADS. [See. 296- charter of incorporation was granted by the State of Tennessee. [1891, oh. 61. Provided, That the same be approved by the vote of three-fourths in amount of the capital stock of said company present and voting, either in person or by written proxy, at a regular or called meeting of the stockholders of said company] ; and provided further, that sixty days' notice be given in a Memphis, Knoxville, and Nash- ville daily newspaper of the time, place, and purpose- of meeting. Sec. 294. Projected roads may consolidate. 1887, ch. 188. Hereafter it shall be lawful for any rail- road corporation existing in this state under a gen- eral law, that now has under construction, or pro- poses to construct and operate and maintain a rail- road for the transportation of persons and freights, to consolidate itself with any other railroad corpora- tion that has under construction or proposes to con- struct and operate and maintain another raiilroad for the transportation of persons and freight. Sec. 295. Ratification by stockholders. Ibid. The consolidation herein provided for shall not have- effect until the terms and conditions of the agree- ment shall have been approved by a majority of the stockholders of each of the consolidating companies at a regular annual meeting, or at a called meeting, called for that purpose. Sec. 296. Not to apply to parallel or competing; lines. Ibid. The terms and provisions of this Act shall not apply to, corporations whose proposed rail- road line or lines now being constructed, shall run parallel to each other, or in any wise compete with 171 Sec. 297.] CONSOLIDATION OF RAILROADS. each other for the transportation of persons and freights from or to the same points, it being the in- tention to apply the terms and provisions of this Act, and extend the privileges herein granted, to such corporations as now have, or may hereafter have un- der construction, or propoee to construct, such rail- road lines as, when consolidated, will form one con- tinuous line, or one will be but an extension of another or others. Sec. 297. Applies to. roads forming continuous lines. Ibid. The provisions of this Act shall apply to railroads under construction, or proposed to be constructed, which, when completed, are to be con- nected, and form one continuous line in this or other States ; Provided, that the part of the road so con- solidated lying in this state shall be subject to the jurisdiction of the State in its legislative and judicial departments to the same extent as if no such consoli- dation had been made. Sec. 298. May acquire connecting lines. 1891, ch. 125. Any and all railroad companies now or hereafter existing under thelaws of this state, or of this state and any other state or states, whose charter of incorporation was or may be granted by this state, are hereby au- thorized and empowered to acquire the line or lines of any other railroad company, either in this state or in any other state or states, which may connect with and form parts and parcels or branches or extensions of the line of such company chartered by this state, or by this state and any other state or states. Sec. 299. May issue or guarantee bonds. Ibid. They are authorized and empowered to so acquire 172 MISCELLANEOUS PROVISIONS. [SeC. 303. such branches or extensions by purchase, lease or otherwise, and pay for the same by the issue of their own capital and bonds, or by guaranteeing those issued by the company whose line may be so acquired, purchased or leased. Sec. 300. Not to apply to competing lines. Ihid. Nothing in this Act shall be construed so as to au- thorize the acquisition in any way by any corporation or company of parallel or competing lines. III. Miscellaneous Pkovisions. Sec. 301. Foreign railroad may enter this state. 1887, ch. 160. Any railroad corporation created by the laws of any other state, shall be authorized and empowered to extend its railroad into this state a distance of not exceeding five miles from the point of its entrance into this state, for the purpose of reaching a terminal point, or a general or union depot, in or in the vicinity of any city, town or vil- lage, [1871, ch. 55, or of making connection with any other railroad] in this state. Sec. 302. Right of way. Ihid. Such corpora- tions may acquire the right of way for their railroads from the line of this state to their terminal points or depot in this state, by purchase or by gift, or by con- demnation, according to the laws of this state, as compiled in Chapter 8. Sec. 303. May acquire real estate. Ihid. Such corporations shall have the power and right to pur- 173 Sec. 304.] EAILEOAD COMPANIES. chase, hold, use and enjoy all real estate necessary for the erection and maintenance of their depots, shops, yards, side-tracks, turnouts, and switches, both along the route and at their terminal points in this state ; Provided, they shall first apply for and receive a charter in this state. Sec. 304. Highw^ays not to be taken without consent. 1889, ch. 226. Hereafter it shall be un- lawful for any corporation or person to construct or use an ordinary steam railroad for the transportation of freight and passengers upon any country road or county highway of this state without the consent of the county court of the county in which said road lies, and before it shall be lawful for the county court to give such consent, the corporation desiring to construct such railroad shall procure and file with the county court the written consent of the owners of the lands abutting upon such road or highway, aggregating in such abutting length at least one-half of all the lands in value, such value to be the value of said abutting lands running back from said road two hundred feet upon both sides of the road to be occupied by said railroad. Sec. 305. Nuisance; when. Ibid. Any ordinary steam railroad constructed upon such county road or highway without the consent of the said county court first lawfully obtained, shall be considered a nuisance, and liable to be treated as such, both by the public authorities and by private persons. But when the consent of said county court shall have been first lawfully obtained, such railroad may be lawfully con- structed and operated upon such road or highway 174 MISCELLANEOUS PROVISIONS. [See. 309. under such restrictions as to the manner of con- struction and mode of use as the county court may see fit to impose in granting the license. Sec. 306. Existing railroads excepted. Ibid. Railroads already constructed upon any road or highway of this state under a license of the county court are hereby declared to be lawfully constructed, and this Act shall not be construed as requiring a new license from the county court for such con- struction or operation under its provisions. Sec. 307. Parties may have damages. Ibid. This act shall not be construed so as to prevent said owners of land abutting upon such road from obtaining due compensation for damages arising from the construction of such railroad, such damages to be just compensation for all property taken, injured, or damaged by the building or operations of said railroad, said damages to be ascertained and paid be- fore the right to appropriate the property to be occu- pied shall accrue as now provided by law. Sec. 308. Roads may cross each other. Code, 1119. All the railroads of this state have power to construct their roads so as to cross each other, if necessary, by the main trunks or branches, or to unite with each other as with branches. Sec. 309. Gauge. 1885, ch. 20. Any railroad now or hereafter to exist, located wholly or partly in this state, may adopt any gauge, and change the same at pleasure. 175 Sec. 310.] RAILROAD COMPANIES. IV. Liens of Contractors, Sub-oontbaotors, Material Men AND Others. Sec. 310. Lien of contractor for w^ork and ma- terials. 1883, ch. 220. Where any railroad com- pany contracts with any person or persons for the grading of its roadway, the construction or repair of its culverts and bridges, the furnishing of cross-ties, the laying of its track, the erection of its depots, platforms, wood or water stations, section houses, machine shops or other buildings, or for the delivery of material for any of these purposes, or for engineer- ing or superintendence, there shall be a lien upon such railroad iu favor of the person or persons with whom the company contracts for the performance of the work, or the delivery of the materials,' to the amount of the debt contracted therefor, which lien shall continue in force for six mouths after the per- formance of the work or the delivery of the material, and until the termination of any suit commenced within the time for its enforcement. Sec. 311. Enforcement of contractor's lien. Ibid. The lien created under the foregoing section may be enforced by a suit against the railroad com- pany in the circuit court of the county or district where the work or some part thereof was done, or the material or some part thereof was delivered. The plaintiff shall set out in his declaration, with reason- able certainty, the work done or the materials fur- nished, the amount of indebtedness claimed therefor, and the nature and the substance of the contract, 176 LIENS OF CONTKACTOES AND OTHERS. [SeC. 313. and such suit shall be docketed and conducted as other suits in said court. Sec. 312. Sub-contractor's, laborer's and ma- terial' man's liens. 1891, ch. 98. Every sub-con- tractor, laborer, material man or other person who performs any part of the work in grading any rail- road company's roadway, or who constructs, or who aids in the construction or repair of its culverts and birdges, or furnishes cross-ties or masonry or bridge timbers for the saine, which is used in the building and construction of such railroad, its bridges and cul- verts, or who lays or aids in the laying of its track, building of its bridges, the erection of its depots, plat- forms, wood or water- stations, section houses, machine shops or other buildings, or for the delivery of material for any of these purposes ; or for any engineering or superintendence, or who performs any valuable ser- vice, manual or professional, by which any such rail- road company receives a benefit, all and every such person or persons shall have a lien on such railroad, its franchises and property, for the value of such work and labor done, or material furnished, or services rendered as hereinbefore set out and specified, in as full and ample a manner as is now provided by law for persons contracting directly with such railroad company for any such work and labor done, or for materials furnished. Sec. 313. Lien perfected by notice. Ibid. Pro- vided, that within ninety days after such work and labor is done or completed, or such materials are fur- nished, or such services are rendered, such sub-contrac- tor, laborer, material man or other person or persons n 177 Sec. 314.] RAILROAD COMPANIES. rendering the hereinbefore mentioned service, shall notify in writing any such railroad should it or they reside in the state, or its or their agents or attorneys, should it or they be beyond the limits of the state, that said lien is claimed, specifying in the face of said notice the character of the work and labor done, or services rendered, or materials furnished, and the value thereof. Sec. 314. Lien continues one year. Priority of. Ibid. Said lien shall continue for the space of one year from the service of said notice, and continue until the termination of any suit commenced for the enforcement of said liens, brought within said one year ; and said liens shall have priority over all other liens on such railroad, its property and franchises. Sec. 315. How enforced. Ibid. The liens pro- vided for in this Act may be enforced by suit brought against such railroad company in the circuit or chancery court of the county or district where the work or material, or any part thereof, was dono or furnished, or any part of said services was rendered. The plantiff shall set out in his declaration or bill, as the case may be, with reasonable certainty the work done, services rendered or materials furnished, the amount claimed therefor, the nature and sub- stance of any contract made with such railroad com- pany, or any contractor or construction company, or sub -con tractor, as the case may be, accompanying such declaration or bill, with a copy of the notice executed, as required in the first section of this Act. And such suit shall be docketed and conducted as other suits in said courts. 178 ' LIENS OP CONTRACTORS AND OTHERS. [See. 318. Sec. 316. Lien not to be defeated by any act of railroad company. Ibid. No railroad company shall have power to give or create any mortgage or other kind of lien on its railroad, its property or fran- chises in this State, which shall be valid and bind- ing against any judgments or decrees or execution issued thereon, rendered in any of the courts in this state for the enforcement of any liens provided for in this Act ; nor shall the liens created by this Act be hindered, postponed, delayed or defeated by any con- tract, real or pretended, made by any railroad com- pany with any principal or construction company, real or pretended. Sec. 317. Railroad conipany may require bond. Ibid. Any such railroad company shall have the right to demand from any principal contractor or construction company an indemnity or refunding bond to protect it in case of the enforcement of the liens created by this Act; and in case any original contractor or construction company is paid for work done or material furnished, or any pant, of it, covered by the foregoing sections, and such original contractor or construction company should fail to pay any sub- contractor, laborer, or material man for work done or material furnished, as hereinbefore specified, then and in that event, and upon the payment of such sub- contractor, laborer or material man of the amount due, such railroad company shall have judgement by motion for such amount so paid on such bond in any court in this state having jurisdiction in such cases. Sec. 318. Contractor's right to intervene. Ibid. Any contractor or construction company shall have 179 Sec. 319.] EAILEOAD COMPANIES. the right to interveiie and contest the claim of such sub-contractor, laborer or material man employed by him or it. Sec. 319. Remedy of employes of sub-contrac- tor. 1883, ch. 220. If any sub-contractor shall re- fuse to pay any mechanic, laborer or other person employed by him for the performance of any of said work, or the delivery of the material for the purpose aforesaid, such mechanic, laborer, or other person so employed by "the sub-contractor may give notice in writing to the principal contractor, setting out the work done or the material furnished and the amount claimed therefor ; thereupon the amount that may be owing from the principal contractor to the sub- contractor (not exceeding the amount of the claim) shall be bound and liable in the hands of the princi- pal contractor, for the amount so claimed, for a period of ninety days from the date of the service of notice upon the principal contractor, or his agent or attorney, and until the termination of any suit com- menced within that time for the collection of such claim. Sec. 320. Enforcement of employe's remedy. Ibid. Such notice shall operate as a first lien in favor of the claimant upon the amount that may be due and owing from the principal contractor to the sub- contractor, and may be enforced against the principal contractor aV garnishee and the sub-contractor as debtor, in the circuit court, or before any justice of the peace of the county, having jurisdiction of the amount. The principal contractor may, upon receiv- ing such notice, relieve himself, if he shall be sued, 180 EMINENT DOMAIN. I [See. 322. by paying the sum claimed into court,- whicji payment into court shall discharge the principal contractor from liability to the sub-contractor for the amount so paid into court, and thereupon the sub-contractor shall be summoned to ; answer the demand of the claimant, and such judgment shall be rendered there-r on as the right may appear. CHAPTER VIII. OF TAKING PEIVATE PROPERTY FOR PUBLIC AND CORPORATE USES. Taking for Works of Internal Improvement. Sec. 321. W^ho may take. Code, 1325. Any person, or corporation, authorized by law to con- struct any railroad, turnpike, canal, toll-bridge, road, causeway, or other work of internal improvement to which the like privilege is conceded, may take the real estate of individuals not exceeding the amount pre- scribed by law, or by the charter under which the person or corporation acts, in the manner and upon the terms herein provided. Sec. 322. Proceedings, petitions, etc. Codei 1326. The party seeking to appropriate such land shall file a petition in the circuit court of the county in which the land lies, setting forth in substance : 1. The parcel of land, a portion of which is wanted, and the extent wanted. 181 Sec. 323.] EMINENT DOMAIN. 2. The iiame of the owner of such land, or, if un- known, stating the fact. 3. The object for which the land is wanted. 4. A prayer that a suitable portion of land may. be decreed to the petitioner, and set apart by metes and bounds. Sec. 323. Notice to owner. Code, 1327. Notice of this petition shall be given to the owner of the land, or, if a non-resident of the county, to his agent, at least five days before its presentation. Sec. 324. O^vner non-resident. Code, 1328. If the owner is a non-resident of the state, or unknown, notice shall be given by publication, as provided in this Code in similar cases in chancery. Sec. 325. Proceedings bind parties only. Code, 1329. All parties having any interest in any way in such land may be made defendants; and the pro- ceedings will only cover and affect the interest of those who are actually made parties, unborn remain- der-men being, however, bound by proceedings to which all living persons in interest are parties. Sec. 326. W^rit of inquiry of damages. Code, 1330. After the requisite notice has been given, if no sufficent cause to the contrary is shown, the court shall issue a writ of inquiry of damages to the sheriflfi commanding him to summon a jury to inquire and assess the damages. Sec. 327. Proceeding by consent. Code, 1331. By consent of parties, or on application of the plain- tiff unless objection is made by the defendant, the writ of inquiry may be issued by the clerk, as of 182 WORKS OF INTERNAL IMPROVEMENT. [See. 333. course, after service of notice; on which the sheriff will summon the jury. Sec. 328. Jurors. Code, 1332. The jurors shall not be interested in the same or a similar question, and shall possess the qualifications of other jurors, and may be nominated by the court, selected by con- sent of parties, or summoned by the sheriff. Sec. 329. Failure to attend. Code, 1333. If named by the court, and the persons named are un- able to attend when summoned, the place of such persons shall be supplied by the sheriff. Sec. 330. Number of jurors. Code, 1334. The jury will consist of five persons, unless the parties agree upon a different number, and either party may challenge for cause or peremptorily, as in other civil cases. Sec. 331. Notice of inquest. Code, 1335. The sheriff shall give the parties, or their agents, if resi- dents of the county, three days' notice of the time and place of taking the inquest, unless the time has been fixed by the order of court. Sec. 332. Jury to be sworn. Code, 1336. The jury, before proceeding to act, shall be sworn by the sheriff, fairly and impartially, without favor or affec- tion, to lay off by metes and bounds the land required for the proposed improvement, and to inquire and assess the damages. Sec. 333. To examine ground and assess dam- ages. Code, 1337. The jury will then proceed to ex- amine the ground and may hear, testimony, but no argument of counsel, and set apart, by metes and bounds, a sufficient quantity of land for the purposes 183 Sec. 334.] EMINENT DOMAIN. intended, and asseps the damages occasioned to the owner thereby. (See § 353.) Sec. 334. Damages, hovr estimated. Code, 1388. In estimating the damages the jury shall give the value of the land without deduction, but inci- dental benefits which may result to the owner by reason of the proposed improvement may be taken into consideration ■ in estimating the incidental damages. Sec. 335. Report. Code, 1339. The report of the jury shall be reduced to writing, signed by a majority of the jurors, delivered to the sheriff, and by him returned into court. (See Note 153.) Sec. 336. Confirmation of report. Code, 1340. If no objection is made to the report, it is confirmed by the court, and the land decreed to the petitioner, upon payment to the defendants, or to the clerk for their use, of the damages assessed, with costs. Sec. 337. Exception to report. Code, 1341. Either party may object to the report of the jury, and the same may, on good cause shown, be set aside, and a new writ of inquiry awarded. Sec. 338. Appeal; new trial. Code, 1342. Either party may, also, appeal from the finding of the jury, and, on giving security for the costs, have a trial anew, before a jury in the usual way. Sec. 339. Costs. Code, 1343. If the verdict of the jury, upon the trial afiirms the finding of the jury of inquest, or is more unfavorable to the appel- lant than the finding of such jury, the costs shall be adjudged against such appellant, otherwise the court may award costs as in chancery cases. 184 WORKS OF INTERNAL IMPROVEMENT. [See. 34-3. Sec. 340. Appeal does not suspend work. Code, 1344. The taking an appeal does not suspend the operations of the petitioner on the land, provided such petitioner will give bond with good security, to be approved by the clerk, in double the amount of the assessment of the jury of inquest, payable to the defendants, and conditioned to abide by and perform the final judgment in the premises. Sec. 341. Preliminary surveys. Code, 1345. A person or company actually intending to make appli- cation for the privileges herein contemplated, and entering upon the land of another for the purpose of making the requisite examinations and surveys, and doing no unnecessary injury, is liable only for the actual damage done, and if sued in such case, the plaintiff shall recover only as much costs as damages. Sec. 342. Damages to be prepaid, or bond on appeal. Code, 1346. No person or company shall, however, enter upon such land for the purpose of actually occupying the right of way, until the dam- ages assessed by the jury of inquest and the costs have been actually paid ; or, if an appeal has been taken, until the bond has been given to abide by the final judgment as before provided. Sec. 343. Owner may have inquest, or sue for damages, when. Code, 1347. If, however, such person or company has actually taken possession of such land, occupying it for the purposes of internal improvement, the owner of such land may petition for a jury of inquest, in which case the same pro- ceedings may be had, as near as may be, as herein before provided ; or he may sue for damages in the 185 ^ Sec. 344.] EMINENT DOMAIN. ordinary way, in which case the jury shall lay off the land by metes and bounds and assess the dam- ages, as upon the trial of an appeal from the return of a jury of inquest. Sec. 344. Limitation of proceedings. Code, 1348. The owner of land shall, in such cases, com- mence proceedings within twelve months after the land has been actually taken possession of, and the work of the proposed internal improvement begun ; saving, however, to unknown owners, and non-resi- dents, twelve months after actual knowledge of such occupation, not exceeding three years; and saving to persons under the disabilities of infancy, coverture and unsoundness of mind, twelve months after such disability is removed, but not exceeding ten years. Sec. 345. La\v extended to taking property etc., of corporations. 1885, ch. 135. The opera- tion of § § 321 to 344 is hereby extended so as to apply to and include the condemnation and taking of the property, privileges, franchises, rights, or ease- ments of private corporations for public purposes or internal improvements. [For proviso, see § 353]. II.. Taking for Telegraph and Telephone Lines. Sec. 346. May have right of way over public, corporate, and private property. 1885, ch. 66. Any person or corporation organized by virtue of the laws of this state, or of any other state of the United States, or by virtue of the laws of the United States, 188 TELEGRAPH AND TELEPHONE LINES. [SeC. 348. for the purpose of transmitting intelligence by mag- netic telegraph or telephone, or other system of trans- mitting intelligence the equivalent thereof, which may be hereafter invented or discovered, may construct, operate and maintain such telegraph, telephone, or other lines necessary for the speedy transmission of intelligence, along and over the public highways and streets of the cities and towns of this state, or across and under the waters, and over any lands or public works belonging to this state, and on and over the lands of private individuals, and upon, along, and parallel to any of the railroads or turnpikes of this state, and on and over the bridges, trestles, or struct- ures of said railroads; Provided, that the ordinary use of such public highways, streets, works, railroads, bridges, trestles or structures and turnpikes be not thereby obstructed, or the navigation of said waters impeded. Sec. 347. Damages to be paid. Ibid. Just damages shall be paid to the owners of such lands, railroads, and turnpikes, by reason of the occupation of said lands, railroads and turnpikes, by said tele- graph or telephone corporations. Sec. 348. May have property condemned. Ibid. That in the event such telegraph or telephone com- panies should fail, upon application to such individ- uals, railroads, or turnpike companies, to secure such right of way, by consent, contract or agreement, then such telegraph or telephone corporations shall have the right to proceed to procure the condemnation of such property, lands, rights, privileges, and easements. 187 Sec. 349.] EMINENT DOMAIN. in the manner prescribed by law for taking property for works of internal improvement. Sec. 349. May enter to survey line. Ibid. That when any such telegraph or telephone company shall desire to construct lines on or along the lands of in- dividuals, or on the right of way and structure of any railroad, or upon and along any turnpike, the said telegraph or telephone company may, by its agents, have the right to peacefully enter upon such lands, structures, or right of way, and survey, locate, and lay out its said lines thereon, being liable, how- ever, for any damage that may result by reason of 8uoh act. Sec. 350. Cannot contract for exclusive rights. Ibid. No telegraph or telephone corporation organ- ized by virtue of the laws of this state, or doing bus- iness in this state by virtue of the laws of any other state, or of the United States shall have the power to contract with the owners of lands, or the rights in lands, or with any other person or corporation for the right to erect, operate or maintain telegraph, tele- phone or other lines or works for the speedy trans- mission of intelligence, over his or its lands, privi- leges, rights or easements, to the exclusion of other persons or corporations, authorized to erect and oper- ate lines and works for the speedy transmission of intelligence. Sec. 351. Railroads operating telegraph lines. Ibid. Any railroad company incorporated by the laws of, or operating lines of railroad within, this state, and operating telegraph or telephone lines in connection therewith, upon filing their assent to this 188 TELEGRAPH AND TELEPHONE LINES. [SeC. 353. Act in the office of the Secretary of State shall there- by become clothed with the rights, powers and duties provided by this Act for telegraph and telephone companies as to enable telegraph or telephone com- panies operated by them. (See §§ 153 to 161 for other provisions of this Act.) Sec. 352. Repealing clause. Ibid. Sec. 13 re- peals 1316 to 1324 of the Code, and §§ 21 and 22 of ch. 53, Acts of 1868-9, being §§ 1535 to 1548 of Mil- liken & Vertrees. Sec. 353. Condemnation proceedings, jurisdic- tion, etc. 1885, ch. 135. No telegraph or telephone company, or other such company, shall be permitted to attach its lines to, or otherwise use the poles of any other telegraph or telephone company without the conseiit of said company being first obtained, and in condemning rights of way for telegraph and tele- phone companies, the juries shall not be required to lay off the propeirty, privileges, rights or easements included in the petition or sought to be condemned by metes and bounds, and in such cases it shall be discretionary with said juries whether they will view the premises or not, and when a petition is filed to condemn the property, easements, rights or privi- leges of a private corporation for a telegraph or tele- phone company, the circuit court in which said petition is filed shall have jurisdiction of and powet to condemn the right of way for such company over and upon the rights, privileges, easements and prop- erty of such property corporation in all the counties composing the circuit in which said court may be held, in one proceeding. 189 Sec. 354.] SUBSCRIPTIONS TO CORPOBATIONS CHAPTEK IX. OF SUBSCRIPTIONS TO CORPORATION BY COUNTIES, CITIES AND TOWNS. First Method. Sec. 354. Limited to one-tenth taxable values. 1871, ch. 129. No county, city, town, or corporation, shall subscribe in aid of any railroad or other corpo- ration an amount in value exceeding one-tenth of its taxable property. Sec. 355. Railroad subscriptions limited to $1,000,000. Code, 1142, as amended 1871, ch. 129. Any county, incorporated city, or town, may sub- scribe not more than one million dollars far stock in railroads, running to, or contiguous thereto, upon the terms and conditions hereinafter provided. Sec. 356. Election to be held. 1870-1, ch. 50. The credit of no county, city, or town, shall be given or loaned to or in aid of any person, company, asso- ciaton, or corporation, [1881, ch. 62. nor shall any subscription to the capital stock of any railroad com- pany organized under the laws of this state be made thereby], except, first, upon the consent of a majority of the justices of the peace of the county, at a quar- terly term of the county court of such county, or a majority of the board of mayor and aldermen, as the case may be, of such city or town ; and upon an election afterwards held by the qualified voters of said county, city, or town, and the assent of three- fourths of the votes cast at said election. 190 BY COUNTIES AND MUNICIPALITIES. [SeC. 361. Sec. 357. W^ritten application for submission to be made. Code, 1144. The election may be or- dered by the county court or corporate authorities of the town, or city, upon the application in writing of the commiBsioners appointed to open the subscrip- tion books for the stock of such road, or of the board of directors, if the company is organized. Sec. 358. Survey and estimates required. Code, 1145. Before such application can be made, the en- tire line of the road in which the stock is proposed to be taken, shall be surveyed by a competent en- gineer, and substantially located by designating the termini and approximating the general direction of the road, and an estimate of the grading, embank- ment, and masonry, made by the engineer, under oath, and filed with the application. Sec. 359. Proposition to be spread on records. Manner of holding elections. 1870-71, oh. 50. The said county court or board of mayor and alder- men, as the case may be, shall spread upon their records the proposition and the amount to be voted upon by the people, and shall have full power to hold and conduct such elections according to the laws regulating elections in this state. Sec. 360. Advertised thirty days. Code, 1146. The election shall be advertised at least thirty days beforehand by notices posted up at the different places of voting, specifying the time when it is to be held, for what road, the amount of stock proposed to be taken, and when payable. Sec. 361. Form of tickets. Code, 1147. At the election thus held, those voters who are in favor of 191 [Sec. 362. SUBSCRIPTIONS TO CORPORATIONS the subscription will put on their tickets the words, "For subscription;" those opposed, "No subscrip- tion." Sec. 362. Requisites to validity of election. 1871, ch. 129.* The sheriff, or other officer whose duty it is or may be to open and hold elections, shall open and hold an election at each and every precinct, or voting place, established by law in such county, city, or town, and his certificate of the result of said election to the county court, or to the proper authori- ties of such city, or town, shall name in writing each and every precinct or legally established voting place at which an election was opened and held, and each and every one at which said election was not held. If it shall appear that the election was not opened and held in every such precinct and legally estab- lished voting place, then said election shall be de- clared null and void and of no effect unless it shall be made to appear to the satisfaction of the county court, or city, or town authorities, that said officer or his deputy was present at such precinct or legally established voting place on the day and hour required by law, and did endeavor to procure elections for judges and clerks to hold said election, and that he was positively unable to do so, and the election at said precinct could not be held for the want of judges and clerks to hold it. Sec. 363. Subscription, loan, etc., how made. 1870-1, ch. 50. If the assent of three-fourths of the voters of such county, city, or town, is had, then the *Tlie title of this Act scarcely meets the constitutional requirements. See Note 862. 192 BY COUNTIES AND MUNICIPALITIES. fSeC. 366. county court or board of mayor and aldetrmen, as the case may be, shall have full power to make and exe- cute all necessary orders, bonds and payments, in order to carry out such loan or credit voted for as prescribed in this Act. Nor shall any county, city or town, become a stockholder with others in any com- pany, association, or corporation, except upon a like election, and the assent of a like majority, as pre- scribed by this Act. Sec. 364. Money; where expended.* Code, 1149. The money raised under the provisions of this article shall be expended within the county in which such stock is taken, or as near thereto as practicable. Sec. 365. Re-submission. 1868-9, ch. 11. Should any county, town or city fail to vote the sub- scription to any railroad company at any election held for the purpose, said county, town or city may at any time after thirty days order another election, if desired by the railroad company. Such election to be held by the commissioners of registration as now provided by law. Sec. 366. Tax receipts receivable for freight charges, etc. Code, 1156. The tax collector shall, as he receives the tax, give to each taxpayer a certifi- cate in such form as the railroad company may pre- scribe, showing the amount of such tax paid by him, of which he shall retain a duplicate to be delivered to the president of the railroad company, and such certificate is negotiable by delivery or assignment, and, with a deduction of its proportion of the cost of *NoTE.— Act 1871, ch. 129, repeals this section; but, as to repealing Act see Note 362. o 193 Sec. 367.] SUBSCRIPTIONS TO CORPORATIONS collection, is receivable in payment of either freight or passage on the railroad in which the subscription is taken, after the expiration of one year from the completion of such road. Sec. 367. Tax receipts fundable. Code, 1157. The holder of such certificates to the amount of one share or more of the stock of such railroad company, is entitled to demand and receive from the company, in lieu thereof, a certificate of stock in the capital stock of such company, which will give him all the privileges of any other stockholder. Sec. 368. Proxies. Code, 1162. The county or corporation may appoint a proxy, from time to time, to represent the stock so subscribed in all meetings of the stockholders. Sec. 369. Circuit court may issue mandamus to compel compliance. Code, 1163.. The circuit court is authorized to issue a writ of mandamus to compel the county court, or the corporate authorities of a town or city, to carry into effect the provisions of this article, by ordering an election, subscribing stock or levying a tax, or other act, as the case may be. Sec, 370. County stock may be sold,, how. Code, 1165. The county court of any county having stock in any railroad may sell the same, by the con- sent of the people of the county, signified in the manr ner prescribed for authorizing county subscriptions. 194 BY COUNTIES AND MUNICIPALITIES. [See. 373. II. Sbcond Method.* Sec. 371. Counties, cities and towns may sub- scribe stock. 1887, ch. 3. Any county, incorporated city, or town, may become a stockholder in any rail- road company incorporated under the general laws of this state, to an amount not exceeding in the aggre- gate, one tenth of its taxable property, by complying with the requirements of this Act. (See § 355). Sec. 372. Only to railroads partly in the county or near the town. Ibid. No county, incorporated city, or town, shall subscribe to the capital stock of any railroad company under this Act, unless its rail- road shall run through the county, or within one mile of the incorporated city or town, making the subscription ; Provided, Any county within which the railroad, or any of its branches, terminates may subscribe under the provisions of this Act. Sec. 373. President to submit application, giv- ing termini and map. Ibid. Before any county shall make any subscription under the provisions of this Act, the president or other authorized officer or agent of the railroad company shall submit to the chairman or judge of the county court, as the case may be, of the county, an application in the name of the company, setting forth the proposed termini of its railroad, the amount of the subscription asked for, the time within which its road will be constructed through the county, and that the application is made *See § 393. This Act applies to subscriptions to railroads only. 195 Sec. 374.] SUBSCRIPTIONS TO EAILROADS under this Act; and the same shall be accompanied by a plan or map, certified' by the chief engineer of company, showing the general direction, and line of its railroad in the county. Sec. 374. Same. Ibid. Before any incorpo- rated city or town shall make any subscription under the provisions of this Act such application must be submitted to its mayor, or chief executive officer, showing the proposed termini of its railroad, accom- panied with the declaration on the part of the com- pany, that it will locate and construct its railroad within one mile of such incorporated city or town, within such time as shall be fixed in the application. Sec. 375. Chairman to assemble justices. Ibid. Upon the presentation of the application, with the accompanying plan or map, as provided in the third section of the Act, it is made the duty of such chair- man or judge of the county court, as the case may be, to give ten days' notice to each and every justice of the peace of his county to assemble at the court-house of the county in order to take action on such appli- cation. Sec. 376. Justices to determine w^hether elec- tion to be held. Ibid. And if at such special meet- ing of the county court a majority of the justices in commission shall be of the opinion that an election should be held in the county to determine whether or not the county should make the subscription applied for, the court shall so order. Sec. 377. Mayor must submit proposition to council. Ibid. And in like manner, upon the pre- sentation of the application to the Mayor or other 196 BY COUNTIES AND MUNICIPALITIES. [See. 380. chief executive officer of any incorporated city or town, accompanied with a declaration on the part of the company that its line of railroad shall be located and constructed withii) one mile of such city or town, as provided in the third section of this Act, then it is made the duty of such mayor or chief executive officer to convene the board of mayor and aldermen, or other governing or representative body of such city or town, and submit such application for its consid- eration. Sec. 378. Council to determine and order elec- tion. Ibid. Should a majority of the board of mayor and aldermen, or other governing or repre- sfntative body of such city or town, be of the opinion that an election should be held in the same to deter- mine whether or not such city or town should make the subscription, it shall so order. Sec. 379. Application etc., to be recorded. Ibid. The county court, or board of mayor and aldermen, or other governing body, as the case may be, shall spread upon its records the application and accom- panying plan, or map, or declaration, as the case may be, and the amount to be voted upon by the people, and shall have full power to order such elections ac- cording to the laws regulating elections in this state. Sec. 380. Election to be advertised thirty days. Ibid. The election shall be advertised at least thiirty days beforehand by notice posted up at different places of voting, specifying the time it is to be held, foT what railroad, and the amount of stock proposed to be taken. 197 Sec. 381.] SUBSCRIPTION TO EAILEOADS Sec. 381. Sheriff to open polls and hold elec- tion. His return. Ibid. The sheriff or other offi- cer whose duty it is, or may be, to open and hold an election, shall open and hold an election at every voting place established by law, in such county, city, or town, and his certificate of the result of said elec- tion to the county court or to the proper authorities of such city or town shall name, in writing, every established voting place at whitih an election was opened and held, and every one at which an election was not held. Sec. 382. Election void ; when. Ibid. And if it shall appear that the election was not opened and held in every voting place, then said election shall be declared null and void, and of no effect, unless it shall be made to appear to the satisfaction of the county court, or city or town authorities, that said officer, or his deputy, was present at such voting place on the day and hour required by law, and did endeavor to procure judges and clerks to hold said election, and that he was positively unable to do so, and the election at said precinct could not be held for the want of judges and clerks to hold it. Sec. 383. Form of ticket. Ibid. At the election thus held those voters who are in favor of the sub- scription shall put upon their tickets the words, "For subscription;" and those opposed," No subscription." Sec. 384. Duty of governing body. Ibid. It shall be the duty of the county court, or the board of mayor and aldermen, or other governing body of such city or town, as the case may be, to convene on the call of its presiding officer, for the purpose of 198 BY COUNTIES AND MUNICIPALITIES. [See. 388. acting on the return of the sheriff, within ten days after such election. Sec. 385. Further steps of governing body. Ibid. If it shall appear that the same was in all respects fair, and that three-fourths of the votes cast at such election were in favor of subscription, then it shall have full power, and shall proceed to make and execute all necessary orders, and take such action as m^ay be required to make the subscription effective, according to the terms thereof and the provisions of this Act. Sec. 386. Another election may be ordered. Ibid. Should any county, town, or city fail to vote the subscription to any railroad at any election held for the purpose, said county, city, or town may at any time, after thirty days, order another election, if desired by the railroad company. Sec. 387. When subscription shall become payable. Ibid. Such subscription of any county or incorporated city or town shall not become due and payable unless said railroad company shall have con- structed and put in operation within the time fixed in the application, and substantially in the direction and on the line as shown in said plan or map, that portion of its railroad located within the county making the subscription, or that portion of its rail- road located within the county in which is situated the incorporated city or town making the subscrip- tion, as the case may be. Sec. 388. Subscribers may stipulate. Ibid. Any county, incorporated city or town making a sub- scription under the provisions of this Act, may, in 199 Sec. 389.] SUBSCRIPTION TO EAILEOADS addition to the restrictions imposed by above section,, stipulate with the railroad company that its subscrip- tion shall not become due and payable until the com- pany shall construct its road to such points, or for such distances, as may be agreed upon. Sec. 389, Bonds to be issued. Ihid. When such subscription shall become due and payable, the county, or city, or town making the subscription shall make and execute its coupon bonds for the amount of such subscription, payable not more than twenty years after date, and bearing interest at such rate as may be agreed upon, not exceeding six per cent, per annum, payable semi-annually, and deliver the same to the railroad company ; Provided, That such county, city, or town may pay, such subscription in cash at maturity, if it shall so elect. Sec. 390. Tax to be levied. Ibid. When the subscription so made becomes due, as provided in this Act, it is made the duty of the county court, or corporate authorities, as the case may be, on the receipt of the certificates of stock, as hereinafter provided, to levy, from time to time, such taxes upon the taxable property, privileges, and persons liable by law to taxation within the county or corporate limits, as the case may be, as will be sufficient and necessary to meet the maturing interest on the bonds of such county, town, or city, and to provide for the payment of the principal ; Provided, That no tax to pay such subscription exceeding twenty-five per cent, of the amount subscribed shall be levied in one year. Sec. 391. Mode of levy and collection. Ibid. The said taxes shall be levied and collected as other 20 BY COUNTIES AND MUNICIPALITIES, [See. 393. county, town, or corporation taxes, and paid into the treasury of the county, city or town, as other taxes. Sec. 392. Stock certificate to be issued to county or city. Ibid. The railroad company shall, when the subscription becomes due and payable, as pre- scribed in section 387 and 388, make out and de- liver to the county, city, or town, as the case may be^ certificates of its capital stock, amounting to the sub- scription, and said certificates shall be held, owned^ and voted by such county, city, or town as other stock- holders, and the said certificates of stock, and divi- dends and profits thereon, and the public benefits- derived from the construction and operation of the railroad, shall be in full consideration of such sub- scription and the benefits derived therefrom by the- railroad company. Sec. 393. Other laws not repealed. Ibid^ Nothing in this Act shall prevent any county, incor- porated city, or towh from subscribing to the capital stock of railroad companies in the mode heretofore- provided by law, the object of this Act being to pro- vide an additional method or plan by which such subscriptions may be made without repealing ex- isting laws. 201 Sec. 394.] REGULATION OF CHAPTER X. INSURANCE COMPANIES. I. Life Insurance Companies. Sec. 394. License to be obtained. 1875, ch. 66. It shall not be lawful for any life insurance company chartered by the United States, or any state of the United States, or any foreign government, or any agent or agents thereof, or by the laws of Tennessee, to transact any business of life insurance in this state, without first procuring a license therefor from the Bureau of Insurance, and a certificate of authority for each agent employed. Sec. 395. Statement to be filed. Ibid. Any such company applying for such license, shall pre- sent to the Insurance Commissioner a sworn state- ment of the president and secretary thereof, exhibit- ing: 1. The name and parent office of the company. 2. The financial condition of such company on the thirty-first day of December of the year preceding the date of application. 3. The amount of the capital stock of the com- pany, and what part of the same has been paid in cash, and what part of the same has been paid in notes of the stockholders, together with a full exhibit of the assets and liabilities ; in what the former con- eists, and what the latter, and when and how due. 202 LIFE INSURANCE COMPANIES. [See. 396. 4. The income and expenditures for the year pre- ceding. 5. A copy of the charter of such company, certi- fied by authority ; and this statement shall be filed with the insurance commissioner. Sec. 396. Conditions of license. Deposit of securities. Ibid. It shall be the duty of the Insur- ance Commissioner, if the statement and exhibit of any company chartered by the United States, or any other state or foreign government, should show it to be in a sound and solvent condition, to issue there- upon a license to transact the business of life insur- ance within the limits of the State, upon the terms and conditions set forth in this section and those hereinafter provided, viz. : Whenever the existing or future laws of any other state of the United States shall require of the life insurance companies char- tered by this state, and having agencies in such other state, or of the agents thereof, any deposits of security in such state, for the protection of policy-holders or otherwise, or any payment for taxes, penalties, license, fees, or otherwise, greater than the amount required for such purpose from similar companies of other states, by the existing laws of this state, then, and in every such case, all companies of such state estab- lishing, or having heretofore established an agency or agencies in this state, shall be, and are hereby re- quired to make the same deposits in bonds of the State of Tennessee, for a like purpose, with the Comp- troller of the Treasury of this state, or with the similar officer of the state in which the parent ofiice of the company may exist, and to pay to the Comptroller of 203 Sec. 397.] REGULATION OF tfii_s state, for taxes, penalties, license, and fees of all kinds, an amount equal to the amount of such charges and payments imposed by the laws of such state upon companies of this state and the agents thereof. Sec. 397. Same. Certain foreign companies. Ibid. All companies chartered by the United States, and other states having no laws requiring deposits of security, and by foreign governments, shall deposit with the Insurance Commissioner, to be kept in the custody of the Comptroller of the Treasury, a certifi- cate duly attested by the proper officer, under the laws of the state or government in which such company or association is incorporated or organized, that securi- ties to the actual value of at least one hundred thousand dollars have been deposited with him to secure the policy-holders, consisting of the bonds of this state, the United States, or of the state in which such company is organized, or of notes or bonds secured by mortgage on real estate, for double the amount, and stating the time and amount of each of such bonds, notes, or stocks, and that he is satisfied they are worth one hundred thousand dollars. Sec. 398. Home companies. Securities. Ibid. No life insurance company or association, organized or chartered under the laws of this state, shall trans- act business, unless, within three months from the passage of this Act, it shall have deposited with the Insurance Commissioner for the security of its policy-holders, the sworn statements of the president, vice-president, and the secretary or actuary of such, company or association, that they have invested in the bonds of this state, or of the United States, or in 204 LIFE INSURANCE COMPANIES. [See. 400. notes or bonds secured by mortgage on real estate for double the amount loaned, one hundred thousand dollars, always subject to the inspection of the Insur- ance Commissioner at any time he may deem proper to examine them ; and should the investments of any company or association doing business of life insur- ance in this state be less than one hundred thousand dollars at any time after such certificate is given, it shall be reported to the Insurance Commissioner in thirty days thereafter, under penalty of five hundred dollars for each month said report is withheld. Sec. 399. Tax on gross receipts. Ibid. Every life insurance company chartered by this state, and all companies chartered by the United States, or under foreign governments, or other states of the United States, to which the reciprocal provisions of Section 10* of this Act do not apply, and to any one of them by the laws ■ of the state in which char- tered there may be no license fee or taxes required, shall pay to the Comptroller of the Treasury, in lieu of all other taxes, a tax of one and a half per cent, on gross premium receipts, payable on the first day January and July of each year, on sworn statements of the president or secretary of the company. Sec. 400, Annual statement of business. Ibid. The Insurance Commissioner shall require annual sworn statements on the thirty-first day of December, or within thirty days thereafter, of each year, of every company, home and foreign, transacting life insurance business in this state, said statement to * $ 10 ol this Act is embraced in § 40i below. The reference appears to be a blunder. $ 398 (^ 3 of the Act) was evidently intended. 205 Sec. 401.] REGULATION OF contain the full exhibit of facts described in Section 395, and to be made by the president and secretary thereof. Sec. 401. Fees and taxes. Ibid. Any companies to which the reciprocal features of this Act apply, shall pay such taxes as are now assessed by law on all insurance companies, and such fees as may be charged by the state in which chartered or organized. Sec. 402. More fees. Ibid. Every company, home and foreign, transacting the business of life insurance in this state shall be required to pay, an- nually, the sum of fifty dollars to the Insurance Com- missioner, for the labor of examining and furnishing blanks for the sworn statement and exhibit thereof, and the sum of six dollars annually for each certifi- cate of authority for every agent employed. Sec. 403. Examination of affairs. Revoca- tion of license. Ibid. It ehall be the duty of the Insurance Commissioner, whenever he shall have good reason to suspect that the aflfairs of any life insurance company doing business in the state, whether char- tered by the laws of this state or any other state, are in an unsound condition, to require of said company or association a special statement of its affairs ; and if said Commissioner shall not be satisfied that the affairs of said company or association are in a safe condition, or if any three stockholders or policy- holders of such company or association shall make affidavit that they believe a special statement or any annual statement to be incorrect or untrue, setting forth in what respect and on what grounds they be- lieve the same to be untrue, then the said Commis- 206 LIFE INSURANCE COMPANIES. [Sec. 404. sioner shall make a personal examination of the affairs of said company, and cause one to be made by some disinterested person or persons specially ap- pointed by him for that purpose, and he or they shall have power to examine, under oath, the officers or agents of any company in relation to the business of said company ; and it shall be the duty of the officers and agents of any life insurance company or associa- tion doing business in the state to cause their books to be opened for such inspection or examination as may be necessary ; and if it shall appear that the affairs of such company are in an unsound condition, the Commissioner shall revoke the certificate of authority granted to such company, and cause a notice to be published of such revocation at least three times in some newspaper in the city of Nash- ville ; and the agent or agents of such company or association, after such notice, are required to discon- tinue the issuing of any new policies or the collection of any premiums. Sec. 404.. Re-insurance reserve. [1877, ch. 108, Sec. 10. Every company doing a life insurance bus- iness in Tennessee, whether chartered by the laws of Tennessee or any other state or foreign country, shall be required, for the protection of its policy-holders, to keep invested at all times a sum sufficient to re-in- sure all outstanding risks, calculated upon the Amer- ican Experience Table of Mortality, at 4| per cent, on mutual or participating policies, and at 6 per cent, on stock or non-participating policies, which amount shall be invested in bonds, securities, or mortgages (if mortgages on real estate worth double the sum 207 Sec. 405.] EEGULATION OF loaned), to be certified as safe and worth this amount by the insurance commissioner of the state in which the company was organized.] Sec. 405. Impairment of re-insurance reserve. 1875, ch. 66. Whenever the Insurance Commissioner shall become satisfied, by examination or otherwise that the standard of solvency set forth in the forego- ing section has become impaired, it shall be his duty to suspend the company, whether home or foreign, from the transaction of any new business until said impairment has been made good; and if such im- pairment exists, in the case of a foreign company, for six (6) months from date of first examination, then the exclusion of the company shall be final ; if in case of a company organized under the laws of Tennessee, then it shall be the duty of the Insurance Commissioner to file a bill in some court of equity jurisdiction in the state against said company, its stockholders, policy-holders, and creditors generally, for the purpose of winding up the affairs of such company, or of affording such protection to the inter- est of all as in the opinion of the court the circum- stances dem.and. Sec. 406. Service of process. Ibid. Any such company or association desiring to transact any such aforesaid business, by any agent or agents in this state, shall file with the Insurance Commissioner a power of attorney, authorizing the Secretary of State aforesaid to acknowledge service of process for and in behalf of such company, at any and all times after a company has once complied with the laws of Tennes- see, and been regularly admitted, even though such 208 ASSESSMENT INSURANCE COMPANIES. [See. 408. company may subsequeatly have retired from the state, or beea excluded ; and it is hereby made the duty of the said Secretary of State, within five days after such service of process by any claimant, to for- ward by mail an exact copy of such notice to the company. Sec. 407. Printed blanks furnished. Ihid. The insurance commissioner shall cause to be prepared and furnished to every company and association to which this Act shall apply, printed forms of the statements herein required, and he may make such change from time to time, and in the statement required, as shall seem to him best adapted to elicit from said companies or associations a true exhibit of their condition. II. Mutual, oh Assessment InsuhanoE' Companies. Sec. 408. Privilege tax. 1887, ch. 178. The business of insurance in this state shall be a taxable privilege, whether the same be done by companies chartered by or incorporated under the laws of this . state, or the laws of any other state or foreign govern- ment, and whether issuing policies or certificates of risk on life or property, and whether doing business on the Old Line System or on the Mutual or Assess- ment plan, whereby each policy or certificate is paid or discharged entirely by premiums or assessments collected from its members, whether such premiums p 209 Sec. 409.] REGULATION OF or assessments are collected annually, senai- annually, or quarterly, or only by assessment on surviving members when a death claim is presented for pay- ment; and for the privilege to do business in this state, every such Mutual or Assessment company or association, whether chartered by or incorporated by the laws of this state, or any other state or foreign country, shall pay a tax of two hundred dollars per annum, payable when its charter or articles of incor- poration are filed with the Insurance Commissioner, and annually thereafter, and this tax shall be in lieu of all other tax on such company, whether state, county, or municipal ; Provided, That charitable or benevolent associations or orders, or strictly social orders, shall not be included in the provisions of this Act. Sec. 409. Statement to be filed. Ibid. All such companies or associations, whether chartered by or incorporated under the laws of this state, or under the laws of other states, and doing business in this state, issuing policies or certificates on the Mutual or Assessment plan, shall forthwith file a statement, verified by the oath of the president and secretary thereof, setting forth that such company has a mortu- ary or reserved fund on hand not less than the maxi- mum or largest policy or certificate issued by such company and in force at the time such statement is made. To each company complying with the require- ments of this and the preceding section the Insurance Commissioner shall issue a license to do business in this state ; Provided, That such company shall be licensed to do business in this state until it has not 210 ASSESSMENT INSURANCE COMPANIES. [See. 411. less than two hundred members holding its policies or certificates. Sec. 410. Charter and annual report. Ibid. All such Mutual or Assessment companies or associations, whether domestic or foreign, and doing business in this state, shall forthwith file with the Commissioner of Insurance a certified copy of their charter or arti- cles of incorporation, and shall make, annually, on the first day of January, a statement to said Commis- sioner, showing their financial condition, einbracing the number of policies or certificates issued or risks written, the premiums or amounts received thereon, the losses or death claims incurred, and the amounts paid on the same, and the Commissioner of Insurance shall charge a fee of ten ($10.00) dollars for filing such report; and the Commissioner aforesaid shall be allowed to charge the further sum of three ($3.00) dollars for each certificate or license issued at the request of the company to agents to do business in this State, and such payment shall be in lieu of all license tax, whether state, county or municipal, to be required of such agent. - Sec. 411. Penalties. Ibid. Any person, or agent, who shall solicit applications, or offer to issue policies or certificates of insurance, or shall procure and deliv- er policies or certificates in any such company or or- ganization without taking out license as provided in this Act, shall be deemed guilty of a misdemeanor and on conviction shall be fined not less than double the tax aforesaid, and for the further enforcement of this Act, it shall be the duty of the sheriffs, consta- bles, and justices in the several counties to arrest or 211 Sec. 412.] REGULATION OF have arrested, persons violating the same, who shall be bound over to the circuit or criminal court in a bond not less than five hundred dollars, and no prosecutor shall be necessary on any indictment in such cases, and the attorney-general shall prosecute the same ex officio. Sec. 412. Other lav^^s not repealed. Ihid. This Act shall not be construed to repeal the laws now in force in regard to other insurance. III. Fire Insurance, and All Other Insurance except Life, Plate Glass, and Live Stock Insurance. Sec. 413. Application for license. Statement of condition. 1891, ch. 47. Before any insurance company, whether incorporated by the laws of this state or not, shall transact any business of insurance in this state, except the business of life, plate glass atid live stock insurance, through agents or btherwise, it shall file with the Commissioner of Insurance a certified copy of the charter or deed of settlement of the company, and a statement of the company on the 31st day of December next preceeding the day on which it shall apply for permission to transact business in this state, exhibiting the following facts and items in the following form, namely : First : The amount of the capital stock of the com- pany, and how much of the same has been paid up in cash. 212 riEE AND OTHER INSURANCE. [See. 413. Second : The property and assets held by the com- pany, specifying: 1. The value and location of the real estate held by such company. 2. The amount of cash on hand and deposited in banks to the credit of the company, in what banks the same is deposited, and the amount in each. 3. The amount in the hands of agents and in course of transmission. 4. The amount of loans secured by bonds and mortgages, or deeds of trust constituting the first lien on real estate on which there shall be less than one year's interest due or owing ; the location and value of each piece of such real estate, and the amount loaned on each piece. 5. The amount of loans on which interest shall not have been paid within one year previous to such statement, and how secured. 6. The amount due the company on which judg- ments have been obtained, and the cash value thereof. 7. The amount of stocks and bonds of this state, or of the United States, or of any other stocks or bonds owned by the company, or corporation, speci- fying the amount, number of shares, and par and market value of each kind of stocks or bonds. 8. The amount of bonds, mortgages, or stocks held as collateral security for loans, with the amount loaned on each kind of stock or bond, and their par and market value. 9. The amount of interest actually due and un- paid. 10. The amount of interest accrued but not du3. 213 Sec. 413.] REGULATION OF 11. The amount of all other assets of every de- ■ scription, and of what composed. Third : The liabilities of such company, specify- ing: 1. The amount of losses due and unpaid, and how much thereof is to citizens of this state. 2. The amount of claims for losses resisted by the company, and how much thereof is to the citizens of this state. 3. The amount of claims for losses incurred during the year, including those claimed and not due, and those reported to the company upon which no action has been taken, and how nauch thereof is to the citi- zens of this state. 4. The amount of dividends declared and due, and remaining unpaid. 5. The amount of dividends declared and not due. 6. The amount of money borrowed, and security given for payment thereof. 7. The amount required for re-insurance of out- standing policies, estimating the same at fifty per cent, of the premiums received on all policies having not more than one year to run, and a pro rata of all premiums received on risks having more than one year to run. , 8. The amount of all claims against the company, and of what they consist. Fourth : The income of the company during the year, specifying: 1. The amount of premiums received, designating the amount received in this state. 2. The amount of interest money received. 214 FIRE AND OTHER INSURANCE. fSec. 414. 3. The amount of income received, fromall sources, and from what the same was derived. Fifth : The expenditures during the preceding year, specifying: 1. The amount of losses paid during the year, stating how much thereof to citizens of this state. 2. The amount of dividends paid during the year, 3. The amount paid in taxes and commissions to agents. 4. The amount of all other payments and expend- itures. Which statement shall be subscribed, under oath, by the president and secretary, or other chief officers or managers of such company, and shall be renewed annually on the 31et day of December of each year thereafter, or within thirty days thereafter ; and the said Commissioner is hereby authorized to propose such additional inquiries as may, in his judgment, be necessary to elicit a full exhibit of the business and standing of any insurance company as aforesaid, transacting, or proposing to transact, the business of insurance in this state. Every company, the capital of which is composed in whole or part of notes shall, in addition to the foregoing, exhibit a list of the notes held by such company, as a part of its capital, showing the names of the makers and endorsers of each note. Sec. 414. Penalty for failure to comply. Ibid Any company failing or refusing to file' such state- ment, or refusing to answer any inquiry of the Com- missioner, shall be subject to a penalty of five hun- dred dollars, and an additional penalty of five 215 Sec. 415.] REGULATION OP hundred dollars for every month thereafter that such company shall continue to transact any business of insurance. Sec. 415. Paid up capital necessary. Ibid. It shall not be lawful for any insurance company not organized under, or incorporated by the laws of this state, to transact any business of insurance in this state, through agents or otherwise, unless possessed of at least two hundred thousand dollars of paid up actual cash capital, of which at least one hundred thousand dollars shall be invested in bonds of the United States, or of some one or more of the states, or other good securities, to be certified as such by the insurance commissioner of the state in which said company is organized, reckoning the same at their current market value. Sec. 416. Service of process. Ibid. Nor shall it transact any business of insurance in this state until such company, in addition to the other require- ments of this Act, shall have filed with the Commis- sioner of Insurance a written instrument, duly signed and sealed, authorizing said Commissioner to acknowl- edge service of process for and in behalf of such company in this state, consenting that service of process, mesne or final, upon such Commissioner) shall be taken and held as valid as if served upon the company according to the laws of this state or any other state, and waiving all claim or writ of error by reason of such acknowledgment of service; and any process issued by any court of record in this state, and served upon such Commissioner by the proper officer of the county in which said Commissioner may 216 FIRE AND OTHER INSURANCE. [See. 41 8. have his office, shall be deemed a sufficient process on said company. Sec. 417. Deposit of securities by foreign, companies. Ibid. Before any company incorpo- rated "by or organized under the laws of any foreign government shall transact any business of insurance in this state, it shall file with the commissioner of insurance the certificate of the comptroller, or other chief financial officer of some other state or of the United States, under his hand and official seal, that he holds on deposit and in trust for the benefit of all the policy-holders of such company in the United States, securities in which it is authorized to invest its capital stock by the laws of the state in which such deposit is made, worth at least two hundred thousand dollars, and which shall be increased in case of any depreciation in their value ; Provided, That compa- nies organized under the laws of any foreign govern- ment depositing the amount of securities aforesaid with the Treasurer of this state, who shall receive the same in his official capacity, and producing and filing a certificate thereof in the manner provided by this section, shall be held to have complied with the re- quirements of this section, if such certificate shall state that the aforesaid deposit is for the benefit and protection of its policy-holders in the United States. Sec. 418. Requisite capital of home companies. Ibid. It shall not be lawful for any insurance com- pany organized under, or incorporated by the laws of this state to transact any business of insurance, through agents or otherwise, unless possessed of at 217 Sec. 419.] REGULATION OF least fifty thousand dollars paid up by actual cash capital ; it being understood that this section does not apply to companies organized under the laws of this state prior to the passage of this Act. Sec. 419. Examination of company's affairs and suspension of license. Ibid. When the Com- missioner of Irksurance shall have reason to suspect the correctness of any statem^ent furnished him, or that the affairs Df any company doing business in this state, whether chartered by this state or not, are in unsound condition, it shall be his duty, by himself or his deputy, or whenever he shall deem it expedi- ent so to do, at his option, to appoint one or more persons, not ofEcers,. agents, or employes of any in- surance company, who, before entering upon the dis- charge of the duty, shall take an oath to perform faithfully and impartially the business with which they are charged, to examine into the affairs of such company ; and it shall be the duty of the officers, or agents of such company to cause their books to be opened for the inspection of the Commissioner, or person, or persons so appointed by him, and other- wise to facilitate such examination so far as it may be in their power to do so ; and for that purpose the Commissioner, or person, or persons so appointed by him, shall have the power to examine, under oath, the officers or agents of any such company relative to the business of said compapy ; and whenever it shall appear to the satisfaction of the Commissioner that the assets of any such company are reduced more than 20 per cent, below the capital stock required by this Act, or its charter, after reserving 50 per cent, of 218 FIRE AND OTHER INSURANCE. [See. 42 1 . the amouQt received for premiums on all risks which are unexpired, which are hereby declared unearned premiums, he shall revoke all authority to such com- pany or its agents, to do business in this state, and shall Cause a notification thereof to be published in one or more newspapers of general circulation, and copies therof to be mailed to each agent licensed by him to transact business for said company ; and the agents for such company are, after such notice, re- quired to discontinue the issuing of any new poli- cies, or the renewal of any previously issued. The necessary expenses of such examinations shall be certified to by the Commissioner and paid by the company examined. Sec. 420. Certificate of authority to agents. Ibid. Whenever any insurance company, as provided in § 413, shall have fully complied with all the requirements of this Act, and the Commissioner is satisfibd that the affairs of such company are in a sound condition, he shall issue certificates of author- ity to such persons as such company may designate, authorizing them to transact the business of insur- ance for and in behalf of such company in this state, which certificates shall be renewed annually in Jan- uary of each year. Sec. 421. Acting as agent, etc., for unauthor- ized company. Ibid. Any person who solicits in- surance on behalf of aiiy insurance company not organized under, or incorporated by tlie laws of this state, until such company has fully complied with all the requirements of this Act, and un1 il such com- pany has received from the Commissioner of Insur- 219 Sec. 422.] REGULATION OP ance of this state the certificate of authority to transact the business of insurance in this state, or who takes or transmits other than for himself any application for insurance, or any policy for insurance to or from such company, or who advertises, or other- wise gives notice, that he will receive or transmit the same, or who shall receive or deliver a policy of insur- ance of any such company, or who shall receive or deliver a policy of insurance of any such company, or who shall examine or inspect a risk, or receive, collect or transmit any premium of insurance, or make or form any diagram of any building, or build- ings, or do or perform any other act or thing in the making or consummating of any contract of insur- ance with, for, or any such insurance company other than for himself, or who shall examine into, or adjust, or aid in adjusting, any loss for, or on behalf of such insurance company, whether any such acts shall be done at the instance or request, or by the employment of such insurance company, or of or by any broker or other person, shall be held guilty of a misdemeanor, and, upon conviction by a court having jurisdiction, shall be fined not less than fifty dollars, nor more than two hundred dollars, and shall be imprisoned in the county jail not less than five days, nor more than ten days, or both, in the discre- tion of the court. Sec. 422. Agent's certificate of authority. Ibid. It shall not be lawful for any person or persons to act as agent, or solicit risks, or in any way, directly or indirectly, to transact the business of insurance for and in behalf of any company, whether organized 220 FIRE AND OTHER INSURANCE. fSec. 423. under or incorporated by the laws of this state or not, without first obtaining a certificate of authority from the Commissioner of this state so to do, which certifi- cate shall state that said company has fully complied with all the requirements of this Act applicable to such companies, and depositing a certified copy of such license in the office of the clerk of the county in which the office or place of business of such agent or agents may be established ; and whoever shall, direct- ly or indirectly, aid in transacting the insurance busi- ness of any such company without first receiving such certificate of authority, or having received such certificate of authority, shall, after receiving from such Commissioner notice of the revocation thereof, con- tinue to act as an agent for any such company, shall forfeit and pay to the state for each offense the sum of one hundred dollars. Any person acting for him- self or for others who solicits or procures policies or certificates for or from any company or association that has not complied with this Act, or who in any manner aids such transaction, shall be held guilty of a misdemeanor, and upon conviction shall be fined not less than twenty-five dollars nor more than fifty dol- lars, and shall be imprisoned in the county jail not less than ten days, or both, in the discretion of the court. Sec. 423. " Company" defined. Ibid. The term " company," used in this Act, shall embrace and include every company, corporation, association, or partnership, organized for the purpose of transacting the business of insurance, other than life, plate glass, and live stock insurance. 221 Sec. 424.] REGULATION OF Sec. 424. Tax on gross premiums. Ibid. Each and every company organized for any of the purposes named in this Act, not incorporated by, or organized under the laws of this state, shall, on the 30th day of June and December in each year, report under oath to the president and secretary, or other chief officers of such company, the total amount of pre- miums received from policies issued in this state within the six months next preceding, or since the last returns of such premiums were made by such company ; and shall at the same time pay into the treasury of the state the sum of two dollars and fifty cents upon each one hundred dollars of said premi- ums so ascertained, which shall be in lieu of all other taxes. Sec. 425. Penalty for failure to report receipts. Ibid. Any company failing, or neglecting to make such returns and payments promptly and correctly, shall forfeit and pay to the State, in addition to the amount of said taxes, the sum of five hundred dol- lars ; and the company so failing or neglecting for sixty days shall thereafter be debarred from trans- acting any business of insurance in this state until said taxes and penalty are fully paid; and the Com- missioner of Insurance shall revoke the certificate of authority granted to the agent or agents of such company to transact' business in this state. Compa- nies incorporated by this state shall at the same time and in the same manner, pay one dollar and fifty cents on each one hundred dollars of premiums re- ceived on policies issued in this state, and be subject 222 FIRE AND OTHER INSURANCE. [See. 428.. to the penalties provided for companies not chartered by this state. Sec. 426. Retaliation. Ibid. Whenever the ex- isting or future laws of any other state of the United States shall require the insurance companies incor- porated by or organized under the laws of this state or of the agents thereof, any deposit of securities in such state for the protection of policy-holders, or otherwise, greater than the amount required for simi- lar purposes from similar companies of other states by the then existing laws of this state, then, in every such case, all companies of such states establishing^ or having heretofore established an agency or agen- cies in this state, shall be, and are hereby required to make the same deposit for a like purpose with tbe Treasurer of this state, and to pay into the treasury of this state fortaxes, fines, penalties, license fees or otherwise, an amount equal to the amount of such charges and payments imposed by the laws of such state upon companies of this state and the agents thereof. Sec. 427. Personal liability of agent. Ibid. An agent, or person, shall be personally liable on all contracts of insurance unlawfully made, by or through him directly, or indirectly, for, or in behalf of any company not authorized to do business in this state. Sec. 428. Semi-annual report of agents. Ibid. It shall be the duty of every agent or person licensed by the Insurance Commissioner, to make a report to said commissioner semi-annually, under oath, within ten days after the first of July and January, each year, showing the number of policies and amount 223 Sec. 429.] REGULATION OF thereof, and the company, or companies, in which said policies were written, together with the amount of premiums by him collected and reported to the company, or companies, he may be licensed to repre- sent. If said agent willfully and fraudulently makes an incorrect return of said policies, premiums, etc., he shall be deemed guilty of perjury, and, upon con- viction, shall be punished as now provided by law for this offense. The Commissioner of Insurance, or deputy appointed by him, is hereby given authority to make personal examination of the books and records of said agents, at any time he may deem it expedient or necessary, and in case such agent, or agents, do not keep such record, or refuse to permit such examination, it shall be the duty of the Com- missioner to revoke the license of such agent, and notify the company, stating cause, etc. Sec. 429. Companies doing several classes of business. Ihid. As this Act applies to all other than life, plate glass and live stock insurance com- panies, the Commissioner shall, when a company ask- ing admission to the state desires to do more than one character or class of insurance, require said com- pany to elect which class or kind of business it will write, and grant license to said company to do only that class or character of business. [1891, ch. 265. Provided, however, if said company's capital stock, re- serve funds, or assets, when prorated between the two or more classes of business the company desires to write, shall be sufficiently large, which, when divided by the number of classes of business the company proposes to transact, to give to each character of 224 FIHE AND OTHER INSURANCE. [See. 431. business two hundred thousand ($200,000) dollars, assets or capital stock, and one hundred thousand ($100,000) dollars invested as the law requires of a company doing only one class of businessi. Said commissioner shall then grant license to said com- pany to transact - the several kinds of insurance desired and provided for by this Act, thereby allow- ing reserve funds and assets to stand in lieu of capi- tal stock ; no company, however, to be licensed hav- ing less than two hundred thousand ($200,000) dol- lars capital stock and $100,000 invested as the law requires of companies doing business in this state.] Sec. 430. Fees of Commissioner. Ibid. Every company receiving from the Commissioner a certifi- cate of authority to transact business in this state shall pay the following fees and allowances to the Commissioner : For filing copy of charter or deed of settlement. $ 5 00 For filing annual statement 15 00 For filing an additional or supplemental state- ment ... 5 00 For each certificate of authority issued by him . 1 50 For each certified copy of certificate of author- ity 1 50 For copies of any paper on file or deposit in this ofiice, per folio . . 20 For affixing seal of office and certifying any paper . . .... 1 00 Sec. 431. Suit for penalties. Ibid. Every penal- ty provided for by this Act shall be sued for and recovered in the name of the state of Tennessee, by the district attorney of the district in which such Q 225 Sec. 432.] REGULATION OF delinquency occurs ; and, when sued for by him, shall be paid into the state treasury, less thirty per cent; to be paid him for his services ; and in case of the non-payment of such penalties, the party so offend- ing shall be liable to imprisonment for a period not exceeding six months, in the discretion of any court having cognizance thereof. Sec. 432. Dividends from surplus profits only. Ibid. It shall not be lawful for the directors, trus- tees, or managers of any insurance company incorpo- rated by this state to make any dividend, except from the surplus profits. There shall be reserved therefrom a sum equal to the whole re-insurance liability of said company, as provided for in Section 413 above. Any dividend made contrary to this Act ehall subject the company making the same to for- feiture of its charter, and each stockholder receiving it, to a liability to the creditors of such company to the extent of double the amount of the dividend received. Sec. 433. Annual report of Commissioner. Ibid. It shall be the duty of the Commissioner of Insurance to publish annually, and as soon after the first day of January in each year as practicable, an itemized statement of the condition of each company, as pro- vided for in § 413, doing business in this state. Sec. 434. Power of grand jury. Ibid. Inquisi- torial power is hereby given the grand juries of this atate to inquire into any violation of this Act, and present or indict persons violating the same, and the judges of the courts of this state, having proper juris- 226 BUILDING AND LOAN ASSOCIATIONS. [See. 436. diction shall give this in charge to the grand juries of their respective courts. Sec. 435. Repealing clause. Ibid. Act passed March 12, 1873, entitled an Act to regulate the busi- ness of foreign fire and all other, except life, insur- ance companies ; also Sections 1, 2 and § of an Act to amend the revenue laws, passed March 13, 1868 ; also Section 4 of an Act to provide revenue, passed January 15, 1871 ; also paragraph 1, Chapter 1, of the Acts of 1883 ; also paragraph 6, Section 13, of the Acts of 1889,* in so far as the same give the Insurance Commissioner any compensation out of the taxes col- lected from any insurance company other than life, plate glass, and live stock insurance companies ; and Sections 1498 to 1507 of the Code, and all other laws or parts of laws heretofore passed, which are in con- flict with this Act, be and the same are hereby re- pealed, f CHAPTER XI. BUILDING AND LOAN ASSOCIATIONS. Sec. 436. Deposit of securities by home asso- ciations. 1891, ch. 2. Every building and loan asso- ciation heretofore or hereafter incorporated under the laws of this state, which loans its funds outside of the county in which it has its domicile, shall deposit and keep on deposit with the Treasurer of the State, or with a trust company legally incorporated aod *Probably 1889, ch. 130, Sec. 6, par. i. tSeveral of the laws named had been repealed by 1875, ch. 109, § 15. 227 Sec. 437.] BUILDING AND LOAN ASSOCIATIONS. duly organized under the laws of this state, to be selected by the board of directors of such association, in trust for all its members and creditors, mortgages (or other securities), received by it in the usual course of its business, amounting to not less than twenty-five* thousand ($25,000) dollars nor more than fifty thousand ($50,000) dollars, at the discre- tion of the State Treasurer. When such mortgages or other securities are deposited with the said trust company, such company shall certify to the Treas- urer of the State that the said securities have been and are deposited with it under this Act, and the same shall not be surrendered to or returned to the said building and loan association without the authority or sanction of the said Treasurer of the State. Provided, that every such corporation heretofore organized, whose mortgages or other securities so deposited do not amount to twenty-five thousand ($25,000) dollars, shall, within six months from the passage of this Act, deposit with the Treasurer of the State, or trust com- pany, such additional securities, as with the securities so deposited, shall equal in value the sum of twenty-five thousand ($25,000) dollars; and every such corpora- tion hereafter organized, before commencing to do business, shall deposit with the said Treasurer of the state, or trust company in trust, as aforesaid, securities of the value of twenty-five thousand ($25,000) dol- lars. Sec. 437. Kinds of securities. Ibid. Securities mentioned in this proviso shall consist of bonds or treasury notes of the United States, national or state bank stocks or bonds of this state, or any other state 228 BUILDING AND LOAN ASSOCIATIONS. [See. 439. of the United States, or of any solvent city, county or town of this state, or of any state of the United States having legal authority to issue the same, or first mortgages on real estate, or other legal securities aggregating in value twenty-five thousand ($25,000) dollars. Sec. 438. 'Withdrawal and substitution of se- curities. Ibid. Such securities may be withdrawn from time to time when mortgage securities of cor- responding value shall be deposited in lieu and place thereof as provided in this Act, or when other secu- rities of like character and value are substituted therefor, and it shall be the duty of the Treasurer of the state to examine the affairs of the said associa- tions from time to time to ascertain whether said associations have deposited all their securities and otherwise complied with the requirements of this Act. Sec. 439. Company may collect interest, etc. Ibid. Interest, dividends and -prfmiums which may accrue on securities held by the Treasurer of the State, or such trust company as provided herein, and all dues or monthly payments which may become payable on stocks pledged as security for loans, the mortgages for which are so deposited in accordance with the provisions of this Act, may be collected and retained by the association depositing such securities, as mortgages, so long as such association remains solvent and faithfully performs all contracts with its members, and when any mortgage shall have been fully paid to said corporation, the same shall be sur- rendered by said Treasurer of the State or under his 229 See. 440.] BUILDING AND LOAN ASSOCIATIONS. order, upon filing with him a certificate of the Regis- ter of Deeds of the county where the real estate is situated, to the effect that the satisfaction of tuch mortgage has been filed of record. Sec. 440. Withdra^val of securities. Ibid. Mort- gages on which default in payment has been made, shall be surrendered to, or returned to, the said building, and loan association as aforesaid, for the purpose of collection or foreclosure. Bonds or stocks deposited with said Treasurer of the State, or trust company as aforesaid shall, if deemed advisable by the association, be surrendered to the association depositing the same, for the purpose of being con- verted into cash and loaned on real estate. Secu- rities needed for deposit in any other state, territory or nation shall, subject to the provisions of § § 436 and 438 be surrendered upon request to the associa- tion depositing the same for the purpose of making such deposit. No securities required to be withdrawn by said association from the said Treasurer of the State or trust company, shall be withdrawn except upon filing with the said Treasurer of the State, before the same are surrendered, an affidavit of the president and secretary of the association, stating the reason for desiring to withdraw such securities, and such securities shall not be used for any purpose other than that stated in said afiidavit. Sec. 441. Deposits by foreign associations. Ibid. No building and loan association organized under the laws of any other state or foreign govern- ment, shall do business in this state unless said association shall deposit and continually thereafter 280 BUILDING AND LOAN ASSOCIATIONS. [Sec. 443. keep deposited in trust for all of its members and creditors, with some responsible trust companj^, or with some state officer of this or some other state of the United States, mortgages or other securities received by it in the usual course of its business, amounting to not less than twenty-five thousand ($25,000) dollars nor more than fifty thousand ($50,000) dollars, at the discretion of the state Treas- urer. Any securities on deposit, as provided herein, may from time to time be withdrawn, if others of equal value are substituted therefor. Sec. 442. Company may collect interest, etc. Ibid. Personal obligations of its members taken in the ordinary course of business of such association and secured on first mortgage on real estate, all div- idends and interest which may accrue on securities held in trust, as aforesaid, by the trust company or the state, as provided herein, and all dues or monthly payments which may become payable on stock pledged as security for loans, the mortgages for which are on deposit in accordance with the provisions of this Act, may be collected and retained by the asso- ciation depositing such securities or mortgages, so long as such association remains solvent, and faith- fully performs all contracts with its members. Sec. 443. Statement to be filed. Ibid. Every build- ing and loan association organized under the laws of any state, territory or foreign government shall, before commencing to do business in this state — First. File with the Treasurer of this state a duly authenticated copy of its charter or articles of incor- poration. 231 Sec. 444.] BUILDING AND LOAN ASSOCIATIONS. Second. File with the Treasurer of this state the certificate of the proper state officer of another state, or the president and treasurer of some responsible trust company, certifying that it has on deposit secu- rities, not less than $25,000, taken in the regular course of business, as mentioned in this Act, in trust for all the members and creditors of such building and loan association. Third. File with the State Treasurer a duly au- thenticated copy of a resolution adopted by the board of directors of such association, stipulating and agreeing that if any legal process affecting such asso- ciation be served on said State Treasurer, and a copy thereof be mailed, postage prepaid, by the party pro- curing the issuing of the same or his attorney to said association, addressed to its home office, then such service and mailing of such process shall have the same effect as personal service on said association of this state. Fourth. Pay the State Treasurer twenty-five ($25) dollars as fees for filing the papers mentioned in this section. Sec. 444. Process. Ibid. When process against or affecting any foreign building and loan asso- ciation is served on the State Treasurer, the same shall be by duplicate copies, one of which shall be filed in the office of said State Treasurer, and the other by him immediately mailed, postage prepaid, to the home office of said association. The word process in this Act shall include any writ, summons, complaint, declaration or order whereby an action, suit or proceeding shall be commenced, or which shall 232 BUILDING AXD LOAN ASSOCIATIONS. [See. 447. be issued in or upon any action, suit or proceeding at law or in equity authorized by law in this state. Sec. 445. Reciprocity and retaliation. Ibid. When by the laws of any other state territory or nation any taxes, fines, penalties, licenses, fees, deposits of money, securities or other obligations or prohibitions are imposed on building and loan associations of this state doing business in such other state, territory or nation, or upon their agents therein, so long as such laws continue in force, the same obligations or pro- hibitions of whatever kind, shall be imposed upon all building and loan associations of such other state, territory or nation, doing business in this state and upon their agents here. Sec. 446. Definition of corporations embraced by this Act. The name " Building and Loan Asso- ciation," as used in this Act, shall include all corpo- rations, societies, or organizations cr associations doing a savings and loan investment business on the building society plan, viz. : Loaning its funds to its members, whether issuing certificates of stock which mature at a fixed time in advance or not. Sec. 447. Liability of agent of foreign com- pany. No officer, director or agent of any foreign building and loan association shall, in this state, solicit subscriptions to the stock of such association, or sell, or knowingly cause to be sold or issued, to a resident of this state any stock of an association while said as- sociation has not on deposit securities as required by § 441 and § 443,or before said association has complied with all the provisions of this Act. License to agents of such companies or associations shall be issued by the 233 Sec. 448.] BUILDING AND LOAN ASSOCIATIONS. Treasurer, annually, on the first of January, and said Treasurer is authorized to collect from each agent for said license $2 fee. Any violation hereof shall be deemed a misdemeanor, and upon conviction shall be punished by a fine of not less than ten dollars or more than fifty dollars. Sec. 448. Liability of agent. Ibid. No offi- cer, director or agent of any build^.ng and loan association incorporated under the laws of this state shall sell, issue, or knowingly cause to be sold or issued to any person not a resident of the state in which the home office of said association is lo- cated, any stock of said association, while said asssociation does not have on deposit securities as required by §§ 436-438. Any violation hereof shall be deemed a misdemeanor, and, upon conviction the offender shall be punished by a fine of not less than one hundred dollars, nor more than five hun- dred dollars, or by imprisonment not less than ten days or more than six months, or both such fine and imprisonment, in the discretion of the court. Sec. 449. Annual report of business. Ibid. On or before the first day of September in each year every building and loan association doing business in this state, and governed by this Act, shall deposit with the Treasurer of the State a report of its affairs and operations for the year ending on the 30th day of June immediately preceding; such report shall be verified under oath by the president and secretary, or by three directors of the association, and shall con- tain answers to the following questions : 234 BUILDING AND LOAN ASSOCIATIONS. [See. 452. First. The date when the aesociation was incorpo- rated and the par value of each share of stock. Second. The number of shares sold during the year. Third. The number of shares cancelled and with- drawn during the year. Fourth. Number of shares in force at the end of the year. Fifth. A statement of the receipts and disburse- ments of the loan fund during the year. Sixth. A statement of the assets and liabilities at the end of the year. Sec. 450. Fees and penalties. Ibid. It shall pay to the Treasurer of the state $50 on filing such report. If any such association shall willfully fail to furnish to the Treasurer of the state any report required by this Act, at the time so required, it shall, in the discretion of the State Treasurer, forfeit the sum of twenty-five dollars ($25) per day for every day such report shall be delayed or withheld, and the Treasurer of the state may maintain an action in his name of office to recover such penalty, and the same shall be paid into the treasury of the state for the benefit of the state. Sec. 451. Fees from depositing companies. Ibid. Every association depositing securities with the Treasurer of the state, as provided for in this Act, shall annually pay to said Treasurer of state a fee of fifty dollars ($50). Sec. 452. Annual examination. Ibid. It shall be the duty of the State Treasurer, once in each year, at such time as he may select, to examine 235 Sec. 453.] BUILDING AND LOAN ASSOCIATIONS. the books and verify the statement of each associa- tion governed by this Act, doing business under the laws of this state. Sec. 453. Bonds of officers. Ibid. All of the officers of any building and loan association gov- erned by this Act, and doing business in this state, who handle any of the funds of such associa- tions, shall give sufficient bonds for the faithful per- formance of their duties as the board of directors may require, and no such officer shall be deemed qualified to enter upon the duties of his office until his bond is approved by the board of directors, with whom such bonds shall be filed ; provided that the State Treasurer may require of any association, at any time, such increase of said bond, or additional sure- ties thereto, or such increase of said insurance as he may deem necessary for the protection of the member. The penalty for a failure of any association to file and maintain the bonds or policy, as required by the provisions of this section, shall be a fine of one hun- dred .dollars ($100) for each day such association transacts business after such bond has become due under the provisions of this Act. Said bond or policy shall be held in trust for the benefit and protection of the members of such association, and shall be en- forceable by any member whenever cause of action flhall accrue thereon. TAXATION OF CORPORATIONS. [SeC. 456. CHAPTER XII. Taxation of Corporations and Corporate Stocks. Sec. 454. All property to be taxed uniformly for state purposes. Const. Art. 2, § 28. All property, real, personal or mixed, shall be taxed, but the Leg- islature may except * * such as may be held and used for purposes purely religious, charitable, scien- tific, literary or educational, and shall except * * the direct product of the soil in the hands of the pro- ducer and his immediate vendee. * * All prop- erty shall be taxed according to its value, that value to be ascertained in such manner as the Legislature shall direct, so that taxes shall be equal and uniform throughout the State. No one species of property from which a tax may be collected shall be taxed higher than any other species of property of the same value ; but the Legislature shall have power to tax merchants, peddlers and privileges, in such manner as they may from time to time direct. Sec. 455. Taxation by counties and towns. Ibid. § 29. The general assembly shall have power to authorize the several counties and incorporated towns in this State, to inforce taxes for county and corpor- ation purposes respectfully, in such manner as shall be prescribed by law ; and all property shall be taxed according to its value, upon the principles established in regard to state taxation. Sec. 456. W^hat property taxable. Exemptions 1889, ch. 96, § 1. All property, real, personal and 237 Sec. 457.] TAXATION OF COEPOEATIONS. mixed, shall be asseesed for taxation for state, county and municipal purposes, except such as is declared exempt herein. * * The following property, and none other, shall be exempt from ad valorem taxation ; [1891 Ex. Sess. ch. 26, § 1. * * 2. All property belong- ing to any religious or charitable institutions, includ- ing church parsonages of not exceeding $5,000 in value, and used exclusively for the purpose for which such institution was created, and including all school buildings and property maintained by the public school fund of the State or private endowment. (3). All cemeteries, places of burial used as such, and monuments of the dead. * * (5). * * All grow- ing crops of whatever nature or kind, the direct pro- duct of the soil of this State in the hands of the pro- ducer or his immediate vendee, and manufactured articles from the products of the soil of this State in the hands of the manufacturers.] Sec. 457. Assessment, date and basis of. 1889 ch. 96, § 4. The basis of all assessments shall be as follows, towit : (1). To be assessed to owner or claimant on January 10th of each year. (2). To assess real estate at its cash value to be ascertained as hereinafter provided. (3). To assess personal and mixed property at its cash valuation. (4). [1891 Ex; Sess. ch. 96, § 2. To assess the property * * in the district or ward where it lies, or is known to be at the time of the assessment, but all stock in banks, or banking associations, loan companies, trust companies, insurance companies, investment compa- nies, and all other companies not assessable under sections 13 and 14 of this Act [see § 162, (2-3) ] shall 238 TAXATION OF CORPORATIONS. [Sec. 458- be assessed in the place, town, ward, or district in which such corporation is located, at its full market value, but in no instance shall the stock of any such corporation or association be assessed for less than its actual value. The property of street railroad com- panies, including their franchises, used within any city, town, or taxing district, where the office of the company is located outside of said incorporated city or town, or a taxing district, but the main line of the road within the city, shall be taxed in the city, town or taxing district as if the office were situated within the city limits.] (5). The property, including fran- chises of all corporations and joint stock companies, that lie wholly or mainly within any incorporated city, taxing district or town, or whose chief bus- iness is within any incorporated city, taxing district, or town, shall be assessed for taxation in such city, taxing district or town, provided that all realty shall be taxed where situated. Sec. 458. Mode of assessing stock in financial corporations, 1891 Ex. Sess. ch. 26 § 3. No tax shall hereafter be assessed upon the capital of any bank or banking association, or on loan, trust, insur- ance, or investment companies, or cemeteries, or any other corporation not assessable under § § 13 and 14, [see § 162 (2-3) ] organized under the authority of the Stat« or of the United States; but the stock- holders in such bank or banking association, shall be assessed and taxed upon the market value of their shares of stock therein ; said shares of stock shall be included in the valuation of personal property of such stockholders in the assessment of the state, 239 Sec. 459.] TAXATION OF COEPOEATIONS. county, and municipal taxes, at the place, town, ward, or district, where such bank, or banking asso- ciation is located, (except otherwise provided by law), whether said stockholder resides in said place town, ward, or district, or not; and all banks, and banking associations shall, in addition, be liable for taxes on any property, funds, or assets, owned by them not included in the foregoing provisions of this section; provided, that the surplus and undivided profits in such bank, banking association, or other corporation shall be assessable to said bank, or other corporation, and the same shall not be considered in the assessment of the stock therein. Sec. 459. Sworn statement by manager. Ibid. § 4. That the president or business manager of any bank, or banking association, or other corporation included in the provisions of § 8, of this Act, [see § 162], doing business under the laws of this state, is hereby required to declare, upon oath, before the assessor, the amount of capital invested in such busi- ness, and each one hundred dollars of such capital, for the purpose of this Act and for the purpose of taxation, shall be held and regarded as one individual share in such bank, or banking association, and such shares are hereby declared to be personal property. Sec. 460. List of stockholders to be kept. Ibid. § 5. There shall be kept at aJl times, in the ofiBce where the business of such bank, or banking associa- tion, or other corporation included in the provisions of § 8, of this Act, [see § 162], organized under the authority of this state, or of the United States, shall be transacted, a full and correct list of the names 2-iO TAXATION OF COfiPORATIONS. See. 462. and residences of all the stockholders therein, and the number of shares held by each, and such list shall be subject to the inspection of the officers au- thorized to assess taxes during the business hours of each day on which business may be legally trans- acted. Sec. 461. Non-resident stockholder. Ibid. §6. That when the owner of stock in any bank, or bank- ing association, or other corporation included in the provisions of § 8, of this Act, [see § 162], organized- under the laws of this state, or of the United States,' shall not reside in the same county where the bank or corporation is located, or is a non-resident of this state, the revenue collector for the state, county, or municipality shall respectively have the power to collect the tax assessed by this Act by instituting at- tachment proceedings, and said tax shall be and re- main a lien on the stock until the payment of the same. Sec. 462. Dividends to be retained by corpora- tion, when. Ibid, § 7. That for the purpose of col- lecting such taxes, and in addition to any other laws of this State relative to the imposition and collection of taxes, it shall be the duty of the president or man- aging officer of every such bank, or other corporation included within the provisions of § 8 of this Act (see § 162), doing business in this State, to retain so much of any dividend or earnings belonging to such stockholder as may be necessary to pay any and all taxes assessed in pursuance of this Act, and to pay the same to the collector, unless said taxes shall be otherwise paid, whether said bank (or other corpora- r 241 Sec. 463. J TAXATION OF COEPOEATIONS. tion included within: the provisions of § 8 of this Act) has formally declared a dividend or not. See § 463. Sec. 463. Mode of assessing real estate. 1889^ oh. 96, § 5. In assessing real estate the following shall be shown : ( 1 ) . Description of the property. (2). Name of the owner. (3). Value of the land, including improvements. (4). Value of mills, gins, manufactories, distiller- ies, breweries, foundries, and other buildings used for silnilar purposes. Sec. 464. Mode of assessing personal property. Ibid, § 7. Personal property shall be assessed under the following heads : (1). The actual stock in each bank or banking, insurance, .or other stock company or corporation invested in business. (See proviso, § 465, and § 491). (2). Stocks of merchandise, wares, goods, and chattels, kept on bond (hand ?) or in the store for sale, trade or traffic, but the value of the same shall not be included in the tax values,* and the Assessor is hereby required to furnish a list of saniie showing the owners and value of said stock to the county court clerk, which shall be recorded in a book kept for that purpose. (3). Merchandise, wares, goods and chattels sold at auction or on commission. (See § 472). (4). Notes, due-bills, negotiable paper and accounts upon solvent persons or parties believed to be solvent, and all other assets, including cash on hand or on ♦Because taxes on property assessed under this head are paid to the County Clerk. See §479. 242 TAXATION OF CORPORATIONS. [See. 465. deposit, or invested in any manner in this state or elsewhere. (5). All bonds, stocks, and other like securities other than such as are exempt from taxation by the laws of the United States. ( See provi8o,^i&5 and §491 ) . (6). Stallions, mares, geldings, jacks, jennets, mules, cattle, sheep and hogs, and all blooded stock to be assessed at actual cash value. ' (7). Watches, plate, jewelry," pianos, and house- hold and kitchen furniture. (8). Carriages, buggies and all other wheeled vehicles of pleasure or profit. ( 9 ) . Machinery,engines, presses, looms, steamboats, ferryboats, and tools and implements of all pursuits and industry for gain or profit. (10). All other personal property whether belong- ing to individuals, corporations or firms. (11). The amount of income derived from United States bonds and all other stocks and bonds not taxed ad valorem. (See §465, promso.) Sec. 465, Assessment of all but financial and quasi public corporations. 1889, ch. 96, § 13. All persons, copartnerships, and joint -stock companies engaged in the matiiafacture of any goods, wares, merchandise,or other articles of value, shall pay an ad valorem tax upon the value of the property, real, personal, and mixed, which is used and held for the purpose of manufacturing, preparing, and completing the goods, wares, merchandise, and articles in the manufacture of which the parties ^.foresaid shall be engaged. And every corporation organized under the laws of this State, of any other State ' of the* United 243 Sec. 466.] TAXATION OF CORPOBATIONS. States, or of any foreign State (except banks and banking associations, and except the quasi pub- lic corporations mentioned in § 14, [See § 467] ) engaged in any such manufacturing business, or in any other business, shall pay an ad valorem tax upon the full value of its capital stock (including its franchises, easements, and incorporeal rights and cor- porate property as a part of such capital stock), which shall in no case be held or deemed to be less than the actual value of all its shares of stock, to- gether with the actual value of its bonded indebted- ness ; Provided, [1890, Ex. Sess. ch. 29. The shares of stock issued by any corporation created or organized under the laws of Tennessee, whether said corporation be engaged in mining or in the manufacture of goods, wares, merchandise or other articles of value, or en- gaged in any other business, shall not be assessed for taxation to such corporation, nor shall said shares of stock be assessed for taxation in the hands of or against the owners and possessor of said stock, and § § 7, 14, 29, 31, 33, (§ § 464, 467, 483, 484,) and all other sections of this Act shall be amended and con- strued in conformity with this amendment,] but their value shall be looked to in arriving at the value of its said capital stock (including its franchises, easements, and incorporeal rights and corporate property as a part of such capital stock). (See § 469). Sec. 466. Value ; how ascertained. Ibid. For the purpose of assessing any manufactory, the As- sessor shall visit and carefully inspect the manu- factory itself, with all rights and privileges, and shall cause the owner, operator, business partner, president, 244 TAXATION OF COEPOEATIONS. [SeC. 467. Or other chief official operating the same, to answer, under oath and in writing, the following questions : (1) Is this manufactory owned and operated by a single person, a co-partnerehip, a joint stock company, or a corporation? (2) How much money has been invested in real estate, buildings, machinery, engines, water power, or other powers, tram-ways, and privileges belonging to the manufactory? What-is tbeir present value? (3) Are there any stocks, bonds, or interest-bear- ing mortgage debts outstaijdiug against the manu- factory? If stocks, state how much? If debts se- cured by mortgage, state their amount, and the rate of interest, and whether the interest is paid or in default, and if in default, how long? What is the stock worth in the market? What dividends have been paid within the last two years? What surplus is on hand, if any? What is, approximately, the gross amount of the articles annually manufactured or prepared by this manufactory ? What is the approx- imate amount and value of manufactured goods, and material for manufacture on hand? After informing himself fully as to the value of such manufactory, the Assessor shall assess the same for taxation, and also the value of manfactured goods, and material for manufacture on hand, as required in the first part of this section, and return the said afiidavit to the county court clerk for preservation. Sec. 467. Assessment of quasi public corpora- tions. Ihid, § 14. That every quasi public corpora- tion doing business and being operated in this State, such as gas-works, water-works, electric lights, stree 245 Sec. 468.] TAXATION OF CORPOEATIONS. railroads, dummy railroads, and all other corpora- tions public in their character, and which possess rights, franchises, and privileges, except railroads, which are to be assessed by the State Board of Rail- road Assessors, shall pay an ad valorem tax upon the full value of its capital stock (including its franchises, easements, and incorporeal rights, and corporate property, as ji part of such capital stock), which shall in no case be held or deemed to be less than the actual value of all its shares of stock, together with the actual value of its bonded indebtedness; Provided, That the shares of stock of any such corporation shall not be assessed for taxation, but their value shall be looked to in arriving at the value of its said capital stock (including its franchises, easements, and incorporate rights, and corporate property as a part of such capital stock). But in assessing the capital stock as provided in this section, a reduction shall be given for the value of its real estate assessed in wards, districts, or counties other than the dis- tricts or wards, or counties in which such corporations are located. (See proviso, §465, and § 469). Sec. 468. Value ; ho-w ascertained. Ibid. For the purpose of such assessment the Assessor shall in- spect all property, real, personal, and mixed, owned or used by such corporation in its business, and shall cause the president or other chief officer operating the same to answer, under oath and in writing, the fol- lowing questions : (1) What amount of money has been invested in real estate, buildings, machinery, engines, rights of way, tracks, motive power, rolling stock, and other 246 TAXATION OF CORPORATIONS. [Seo. 471- property and equipments used in operating the busi- ness of tlie corporation? , , (2) What is the amount of the bonded or mortgage debt of the corporation, if any? What the rate of interest? Is the interest paid or in default, and if in default, how long? < (3) What amount of stock has been issued and what can the stock be sold for in the market? (4) [1891, Ex. Sess. ch. 26, §8. What dividends have been paid on the stock within the last two years? And the Assessor may examine, under oath, any other person or persons touching the amount and value of the business done by such corporation. And, after informing himself fully upon the subject, he shall assess the corporation for taxation as required in the first part of this section, and return the said affidavit to the county court clerk foT preservation]. Sec. 469; Measure of value for taxation. Ibid. All incorporated companies assessable under §§ 465 and 467, owning property in this and another State, or in one or more counties in this State, shall pay an ad valorem tax upon the full value of its capital stock (including its franchises, easements, and incorporeal rights and corporate property as a part of such capr ital stock), which shall in no case be held or deemed to be less than the actual value of all its shares of stock, together with the actual value of its bonded indebtedness; ajid the value of the property of the corporation in the county where located shall not be assessed at less than the relative value of the prop- erty of the corporation as capitalized; and bonded ,in 247 Sec. 470.] TAXATION OP CORPORATIONS. the county where located bears to the entire value of the property of the corporation as capitalized and bonded. Sec. 470. Privileges and franchises of savings banks. Ibid. § 15. That the privileges and fran- chises granted by the legislature of this State to saving banks, or institutions for savings, are hereby declared to be personal property and liable to taxa- tion as such in the town, ward, or district where they are located, to an amount not exceeding the gross amount of their surplus earned and in possession of said banks or institutions, and the officers of such institutions or banks shall be examined on oath by Assessors as to the amount of such surplus, and the property of such banks and institutions shall be lia- ble to seizure and sale for the payment of all taxes upon them for said privileges and franchises. Sec. 471. Taxation of corporations having special charters. § 16. That this Act shall not be so construed, and shall not so operate, as to exonerate or release from taxation any company or corporation whose charter exempts stock and shares thereof from taxation, but it is hereby enacted that in all cases where such stock is exempted, such company or cor- poration shall be assessed in such way as may be lawful ; and in all cases in which, by the terms or legal effect of the charter, the shares of stock in any corporation are wholly or partially exempt from tax- ation, or in which a rate of taxation on the shares of stock is fixed, and prescribed and declared to be in ieu of all other taxes, taxes for State, county, and u nicipal purposes shall be assessed and levied at a 248 TAXATION OF COEPORATIONS. [See. 473. rate uniform with the rate levied upon other taxable property, upon the capital stock of said corporation, the value of which capital stock shall be fixed and returned by the Assessor as being equal to the aggre- gate market value of all the shares of stock in said corporation, including the net surplus. Sec. 472. Goods sold on commission ; how as- sessed. Ibid, § 17. Stocks of merchandise, wares, goods, and chattels sold at auction on commission shall be assessed for taxation, and the following is declared to be the method by which the amount to be returned or assessed shall be determined, viz. : Where any person, company, corporation, or firm shall have sold goods, wares, merchandise, or chattels at auction, or on commission, whether in the regular business of selling at auction or on commission, or shall have made such sales in connection with any other business, the aggregate amount of said auction or commission sales for the period engaged in busi- ness, not exceeding twelve months, shall be ascertained, and one-third of said amount of sales shall be re- turned for taxation. Sec. 473. Merchants' tax on capital. Ibi'd, § 18. Merchants shall pay an ad valorem tax upon the capital invested in their business equal to that levied on taxable property, and the term " merchants,'' as used in this Act, includes ail persons copartner- ships, or corporations engaged in trading or dealing in any kind of goods, wares, and merchandise, either on land, or in steamboat, wharf boat, or other craft stationed or plying in the waters of this state, and confectioners, and whether such goods, wares, and 249 Sec. 474.] TAXATION OF CORPORATIONS. merchandise be kept on hand for sale, or the same be purchased and delivered for profit, as ordered. But nothing in this Act contained shall in any way effect the collection of privilege taxes upon the vocations declared by this Act to be privileges. Sec. 474. License to be taken out in each county. Ibid, § 19. No merchant, person, firm, or corporation shall commence^ and continue a busir ness declared to be a privilege under this Act in any county of this state without obtaining license from the clerk of such county, in accordance with the pro- visions of this Act ; and every person, or individual, or member of any copartnership or corporation so offending, shall be subject to prosecution for each day's violation of this law, and on conviction shall be fined not less than one hundred dollars for each offense, Said license is hereby required to show all the state and county revenue paid, the name or names of the party, or firm, or corporation, or com- pany, and is further required to be registered in the office of the clerk of the circuit court in a book to be kept by him for that purpose, showing in full tha date of issuance, ijame or names of the party or par- ties to whom issued, the character of business, and' the amount of state and. county tax paid, and to be countersigned by the clerk of the circuit court; and for registering and countersigning said license, and for making a quarterly report of same to the state comptroller and chairman of the county court, to be accompanied with his revenue reports, he shall receive the sum of fifty cents for each license, to be paid by the party or parties to whom said license is issued, 250 TAXATION OF COEPOEATIONS. [See. 476. and said license shall not be considered valid, nor shall it be delivered by the county court clerk until the provisions of this Act have been complied with, and each violation of the provisions of this Act on the part of the county or circuit clerks is hereby declared a misdemeanor, and upon conviction the offender shall be fined not less than fifty nor more than one hundred dollars. Sec. 475. Licensee to execute bond annually. Ihid, § 20. Every merchant, firm, company, or corporation applying for license shall, before re- ceiving the same, execute a bond to the State with good security, to be approved by the clerk of the county court, in the sum of one thousand dollars, conditioned that such merchant, firm, conipany or corporation will, render to the clerk issuing the license, at the end of twelve months from the date of the bond (or if the merchant ceapes to do business before the expiration of twelve months, then as soon as he ceases to do business), a true state- ment, under the oath prescribed . by the Act, of the amount of capital invested in such business during said twelve months, or the period in which he was engaged in such .business, if he ceases to do business before the end of the twelve mouths, and will pay to the clerk the tax thereon. For taking the bonds and issuing the license, the clerk shall be entitled to one dollar, to be paid at the time of issuance. Sec. 476. License renewable annually. Ijbid, § 21. Any merchant, firm, company, or corporation continuing in business shall renew his license annu- ally, and no license shall authorize merchandising 251 Sec. 477.] TAXATION OF CORPORATIONS. out of the county where issued, nor for a longer period than one year. Sec. 477. Merchants to file annual statements. Ibid, § 22. At the expiration of twelve months from the date of his bond, or sooner, as provided in the eighteenth section hereof, each merchant, firm, com- pany, or corporation, shall file with the county court clerk, by whom the license was issued, a statement under oath, showing : 1. The amount of capital invested in his business to be assessed for taxation, but under no circum- stances shall the amount to be assessed be less than the value of the average amount of stock on hand during the preceding year, to be ascertained by add- ing together the value of the highest amount of stock on hand at any time during the year, to the value of the lowest amount of stock on hand at any time dur- ing the year to the value of the lowest amount of stock on hand at any other time during the year, and dividing the same by two. Said statement to be sworn to by such merchant, or the head of such firm, company, or corporation. 2. All capital employed during the preceding twelve months in any manner of trading in which there is no stock of goods, wares, and merchandise kept on hand for sale, and the aggregate capital so reported shall be deemed the taxable capital of such merchant, upon which he shall pay to the clerk the same tax as levied upon real estate and other prop- erty for the state and county purposes, and the report herein required shall be sworn to by such merchant or the head of such copartnership or mercantile firm, 262 TAXATION OF CORPORATIONS. ["880.477. company, or corporation. The word " capital," as used in this and the foregoing sections, shall be construed so as to mean the average amount of stock on hand during the year in which it is offered for sale, the amount to be ascertained as provided in the first subsection hereof. But if the average amount of stock on hand is less than the capital stock employed by said merchant, company, firm, or corporation, he shall pay tax on the capital stock. If the statement herein required to be made under oath to the clerk of the county court be not considered just and correct by the clerk or the attorney appointed by the comp- troller under § 65 of this Act, it shall be the duty of the said clerk, of his own motion, or under direction of the attorney before mentioned, to issue citation to the person or firm, company or corporation making such statement, commanding such person or firm, or company, or corporation, to appear before said clerk within five days from the date of the issuance of cita- tation to show cause why such statement shall not be revised and corrected, and the said clerk shall be empowered to issue subpoenas for witnesses to appear before him, and testify under oath, to be adminis- tered by said clerk or his lawful deputy, touching the correctness or incorrectness of such statement; and it shall be the duty of said clerk, after a full investi- gation, to correct and audit said statement. 3. That no person, firm, company, co-partnership, or corporation exercising a taxable business, when a stock of goods, wares, and merchandise is carried, shall sell or transfer such business as an entirety until all state and county taxes due thereon shall 253 Sec. 478.] TAXATION OF CORPORATIONS. have first been paid. And in case any person, firm, company, co-partnership or corporation exercising such business shall make an assignment for the ben- fit of creditors, it shall be the duty of the assignee to first pay in full, out of the first assets that come into his hands, all taxes that may be due upon such busi- ness, in preference to all other claims, and the state shall have a prior lien on same over all creditors. Sec. 478. Proceedings upon privilege and license bonds. Ibid, § 23. The county court, clerks of this state be and they are hereby required to turn over to the attorney appointed by the comptroller under § 65 of this Act all privilege and license bonds due and unpaid, within thirty days after such bonds become due and payable, taking duplicate receipts for the same, specifying the amount due thereon as nearly &h can be ascertained, one of which receipts shall be forwarded to the comptroller of the state, and the other spread on record in the county court, whereupon the attorney appointed by the comptroller, under § 65 of this Act aforssaid, shall' forthwith give five days' notice to the principal and security on such bond to appear before the chairman or judge of the county court in which said bond is due, and show cause, if they have any, why judgment should not be rendered against them for the amount of revenue due on such bond, which judgment shall in no case be less than the amount of the specific or privilege tax fixed by law, and by the county court, with six per cent, interest, and twelve per cent, damages, and the costs added thereto from the time the bond was pay- able and due, and jurisdiction is hereby conferred on 254 TAXATION OP CORPORATIONS. SeC. 480. the county courtB of this state to try and determine such cases, to render judgment, issue executions, and do all things necessary to enforce the collection of this revenue, and necessary to the enforcement of this Act, and the notice so giveii may be returnable to any Monday of said county court, to the judge or chairman thereof; Provided, five days' notice is given when the said chairman shall try the matter, and upon the failure of the principal or security to appear, the attorney appointed by the comptroller, under § 65 of this Act, shall move for judgment, and the chairman or judge shall render, and have entered, a judgment for the amount of said bond as aforesaid, with copts. The attorney appointed by the comptroller under § 65 of this Act shall be allowed a fee of five dollars, and the clerk the usual fees for such services as in the cir- cuit courts of this state. The state and county shall in no event pay any costs or attorney's fees in these proceedings, but the same shall be taxed against delinquents. Sec, 479! County clerks to collect privilege taxes. Ibid, § 24. The clerks of the county courts of the several counties of this state shall collect all taxes on merchants, company, firm, or corporation and privileges as now provided by law, and be sub- ject to all the fines and penalties for failure to pay such taxes over to the comptroller that are provided for in this Act in the case of trustees. Sec. 480. Property taxed at actual value. Steamboats, how taxed. Ibid, § 25. All the prop- erty described in articles 5, 6, 7, 8, 9, 10, and 11, of § 7, (§ 464) shall be a,ssessed for taxation ao- 365 See. 481.] TAXATION OF CORPORATIONS. cording to its actual value ; provided, that in assess- ing steamboats and ferryboats navigating streams within or bordering on this state, the same shall only be assessed to the extent of the interests therein of any person, company, corporation, or firm residing or doing business in this state. Sec. 481. Property omitted or assessed too low. Proceedings to re- assess. Ibid, ^26. Should it, at any time after the assessments have been made, come to the knowledge of the chairman or judge of the county court, the clerk of the county court, the county trustee, sheriff, or other officer or person of any county in this state, that any person, company, firm, or corporation in said county has not been assessed as contemplated by the provisions of this Act, or has been assessed, or has paid tax of an inad- equate amount, it shall be the duty of said chair- man, or judge, clerk, trustee, sheriff, or other ofiicer or person, on motion of the attorney appointed by the comptroller under § 65 of this Act, to cite said person, company, firm, or corporation, their agent, attorney, or representative, to appear before the trus- tee or county court clerk, in case of merchants' taxes, for the purpose of being assessed according to law, and said trustee or county court clerk, in case of mer- chants' taxes, is hereby authorized and empowered to make the proper assessment against such person, firm or corporation, and should it appear that said person, company, firm, or corporation did, in any manner connive at or purposely evade said assess- ments, or did knowingly permit an inadequate assess- ment to be made, said truetee or county, court clerk, 256 TAXATION OF CORPpRATIONS. [See. 483. in case of merchants' taxes, sball correct said assess- ment, an.d shall add fifty per cent, to the amount of said assessment, and cause the same to be entered upon the tax books for collection, and the attornej appointed by the comptroller, under § 65 of this Act, shall be allowed as compensation for his services ten per cent, of the taxes or penalties realized from said increased assessment, to be retained out of the taxes when, collected. Sec. 482. Taxes , a lien after January loth. Ibid. § 27. That the Assessed taxes on real estate, in- cluding the taxes on polls, and all damages and costs accruing thereon, shall be and remain a lien upon such real estate from the 10th of January of each and every year. Sec. 483. Personal inspection. Ibid, § 31. It shall be the duty of the assessor, by himself, or through his deputies, to go on the premises and personally see each tax-payer in his county, or his attorney, and take the 'sworn statement of each tax-payer, in writ- ing, as to his property, real, personal, and poll, with- out regard to any exemptions, and if any tax-payer is a non-resident of the county, or if the owner can not be found, or seen in person by the assessor, the assessor shall, in the best way possible, proceed to assess such property, and for that purpose shall ad- minister an oath to any freeholder living in the civil district, or ward, where such property is situated, or other person, whose duty it shall be to answer, under oatb, Buch questions . as may be propounded by the assessor concerning its value, and any and all per- sons swearing falsely and corruptly shall be guilty s "267 Sec. 484.J TAXATION OP CORPORATIONS. of perjury, and any person refusing to take the oath or answer such questions as may be propounded by the assessor shall be guilty of a misdemeanor ; and all such statements of the property holder or witness shall be in writing, and shall be filed with the county court clerk by the time or before the assessor makes his final report. (See proviso, § 465). Sec. 484. Blanks to be furnished property o'wn- ers. Ibid. § 33. That the assessor shall furnish every person, company, firm, or corporation in each ward and district, proper blanks for the purpose of listing and assessing all property and polls; and it is hereby made the duty of the Comptroller of the Treas- ury to furnish the clerks of the county courts said blanks, to be distributed by the clerk to the Assessor, which shall contain among others necessary to ascer- tain all taxable property, the following questions, and the assessor shall require all parties liable either for a property or a poll-tax to fill out separate lists. (J.) How many acres of land do you own? In what civil district, range, or surveyor's district is it located, and by whose land is it bounded on the east, south, west, and north? (2) How many town lots do you own? What is their number, and in what town located? What is the number of front feet and depth of the lot? (3) What is your age? Is there any reason why you are not liable for poll-tax? (4) What does your personal property consist in, and where situated? Have you conveyed, converted, or disposed of any property, personal, real, or mixed, in any manner, or created any debt for the purpose 258 TAXATION OF COKPORATIONS. [See. 486. of evading the provisions of law or affecting the value and amount of your taxable estate? (5) Are you engaged in any banking business, or are you a share-holder or bondholder, or engaged in or the officer of any incorporated bank or other cor- poration? If so, state the number of shares and bonds held by you and other share-holders, or bond- holders in said business. And the Assessor shall require oath to be made to the correctness of the items thereof and the questions thoron, which oath shall be administered by the Assessor (who is hereby authorized to administer same), or some justice of the peace, and entered thereon beneath said list and signed and sworn to by the party listing. And noth- ing in this Act shall be so construed as requiring the property holder to make oath as to the value of any of his property, but the assessor is hereby required to assess and fix the value of all property as herein required, and report all persons violating this Act to the grand jury. (See pf^iso, § 465). Sec, 485. Assessed at cash value. Ibid. § 34. That all species of property shall be assessed at its cash value ; that of real property shall be arrived at by the Assessor by estimating the value of real prop- erty on sale at one-third cash, and balance in equal payments of one and two years, deducting ten per cent, for cash. Sec, 486, Assessment of fiduciaries. Ibid. §35. That persons acting as executors, administrators, guardians, agents, or attorneys, clerks of any court, or in any fiduciary capacity w.ha,tever, shall make a return of the property, moneys, credits, and effects 259 Sec. 487.] TAXATION OP CORPORATIONS. held or controlled by them in either of said capacities separate from their individual returns, and the same shall be listed separately for taxation ; Provided; That every such trust estalte shall be eii titled to the same exemptions as if Owned by a single tax-payer. Sec. 487. Ihid, § 36. In cases where any person, or persons acting in a fiduciary capacity, company, firin, or corporation, or agent, or attorney, sh^U fail, neglect, or refuse to return to the assessor the schedule of property for taxation, the assessor shall report the facts to the chairman or judge of the county coui't, who shall cite the person, agent, or at- torney, firm, officer,' officers of the company, or cor- poration before hiiii, and shall demand of them to answer the questiohs heretofore provided in this Act, under oath, and shall 'have power to punish for con- tempt for failure to 'answer. And if the refusal to answer is persisted' in the judge or chairman shall make siioh an assessment in such case from the best information he can obtain, and such assessment shall be prima facie evidence as to the value of the prop- erty and to the ownership of' the property; and the costs accruing by proceedings under this section shall be paid by and bei a charge against the tax- payer respectively and upon' the property. Sec. 488. Board of equalization. Ihid.' § 42. The judge or chairman of the county court and four freeholders, not members of the county court, nor holding any other office, county, state, or federal, who shall be elected by the quarterly court of each county at its April term each year, shall constitute a Board of Equalization to examine said assessment lists d,s 260 TAXATION OF CORPORATIONS. [See. 490, returned by the Assessor to the county cpurt cierk. Sec. 489. Same. 1891, Extra, Sess. oh., 26, § 9. That said Board of Equalization shall meet, at such time as the county court may, designate, and sit at intervals or in regular session, as necessity may re- quire, until the equalization has been completed, but not to sit longer than four days, unless ordered by the chairman or judge of the county court, and care- fully examineand compa.'E.e. and equalize said assess- ments, and shall eliminate from the, list thereof all property .exempt under this Act ; and they are hereby empowered to hear and adjust complaints from^ any party feeling aggrieved on account of excessive assess- ments when, in their judgment, justice demands it, and to correct any and all errors arising from clerical mistakes or otherwise ; and the corrections made, if any, shall be entered upon the assessment books without in any way altering the assessment lists ; and if the value of any tax-payer's property shall be raiged by said board of equalization, notice shall be given such tax- payer, his agent or attorney, by mail, and such tax-payer may bring proof and show cause, if any he has, why said increased valuation of said property shall not stand, and the action of said Board shall be final, so far as this board or county court is concerned; but nothing in this section, shall be so construed as to come in conflict with § 26, ch. 96, 1889 (§481). That nothing in this Act shall be so construed as to release any taxes now due under existing law. Sec. 490. List of privileged occupations. Ibid. § 12. That the occupations and busirjess transactions 261 Sec. 490.] TAXATION OP CORPORATIONS. that shall be deemed privileges, and be taxed and not pursued or done without license, are the following, viz.: Merchants, auction or brokerage merchants, commission merchants and lumber merchants, ab- stract companies, artists, photographers, auctioneers, billiards, bill-posters, boarding houses, race-tracks, brewers, brokers, merchandise brokers, real estate brokers, butchers, selling of fresh meats, cigar stands, circuses, exhibitions, menageries, coal agencies or dealers, coke agencies or dealers, commercial, mer- cantile, collection, mutual benefit, or protective agencies, insurance agencies, construction companies, cotton commission merchants, cotton factors or bro- kers or buyers, cotton-seed oil mills, distillers of whiskey or brandy, dummy railroads, eating or lunch houses or stands, electric light companies, feather renovators, ferries, fortune tellers, fruit stands, futures, dealers in ; games, including bagatelle, Jenny Lind, pool, or billiard tables, or any other devices, gas companies, hotels and taverns, hucksters, ice dealers, intelligence offices, itinerants, land stock companies, laundries, lightning-rod dealers or agents, liquor dealers, vinous spirituous, or malt; litigation, livery, sale or feed stables, lumber dealers, marriage licenses, parks, pawnbrokers, peddlers of any char- acter, plumbers or gas fitters, railroad ticket agents or scalpers, real estate dealers brokers or agents, restau- rants, sample sellers and Solicitors, security dealers, sellers of goods at public outcry, sewing machine dealers or agents, shaving notes, shooting-galleries and stands, skating-rinks, stock and bond dealers, stock-yards and stock-pens, street-car companies, 262 TAXATION pp CORPOEATIONS. [SeC. 491- theaters, tombstone dealers or agents, undertakers, variety theater establishments; vehicles, when used for hire or profit to the owner, including drays, express or transfer wagons, carts, hacks, etc. ; ware- houses, elevator companies, water companies, express companies, §leeping-car companies, telegraph compa- nies, turnpike companies, railroad companies not paying an ad valorem tax, telephone companies, news companies (for business done within the limits of the state other than interstate^, transfers of land, inheritances, charters of incorporation, banks and banking associations, trust companies, or any other character of company doing said business.* Sec. 491. Taxation of insurance companies. 1891, Ex. Sess. ch. 25, § 5. All insurance companies shall pay directly to the Insurance Commissioner the following taxes, which shall be in lieu of all other taxes: (1). Life and accident (foreign companies of other states) other than assessment and co-operativb companies or associations, two and one half per cent, on gross premium receipts, payable semi-annually, January and July. (2). Assessment and co-oper- ative life and accident companies or associations,, $200 per annum. (3), Fire (foreign and companies of other states) other than mutual fire companies, two and one half per cent, on gross piremium receipts, payable semi-annually, January and .July. (4).. Home, fire and life, other than mutual fire companies,, *It is not deemed expedient to include here the chapter on privilege taxes, as it applies indiscriminately to individuals and corporations, is quite long and amended more or lesa at each session ol the legislature; The latest enactments, containing the whole law on this subject, are con- tained in ch. 130, Acts 1889, and ch. 35, Acts o* BJxi^Sess. 1891. 263 Sec. 492] TAXATION OF CORPORATIONS. one and one Half per cent, on the gross premium receipts, payable semi-annually, January and July. (6).' Home mutual fire companies, $150 per annum. (i6). Insurance agencies, whether holding licenses from Treasurer or not, each person, firm or corpor- ation acting as such in counties of 50,000 inhabitants or over, $20 per annum. In other counties, $iO. Sec. 492. Taxation of certain incomes. 1889) ch. 130, § 7. The income derived from all shares of stock in any corporatidiiB which are, by their charters, exempt from ad valorem tan, or from bonds exempt froiil any such tax, shall pay a tax of 5 per centum per annum upon' the amount of Such income. Sec. 493. Misdemeanor to exercise privilege without license. 1891, Ex. Sess. ch. 25, § 9. All partie8,firms or corporations exercising any of the fore- going privileges, must pay the tax as set forth in this Act, for the exercise for such privileges, whether they make a business of it or hot; and this act shall not be so construed as to exempt any person, firm, or cor- poration whatever, exercising any of the foregoing privileges, from the payment of the exercise of said privilege, except as herein provided, except as pro- vided in chapter 121, Acts of 1869-70, exempting state and county fairs, and their tenants ; and it is hereby declared a misdemeanor to exercise any of the foregoing privileges without first paying the privilege tax. Sec. 494. Assessment not invalid, -when. 1889^ ch. 96, § 76. No assessment shall be invalid because the number of acres or the size a.nd dimensions of lot or parcel of land have not been precisely named, 264 TAXATION OP COKPOKATIONS. SeC 496. or the amount of the valuation or tax not precisely given, nor because the property has been assessed in the name of a person who did not own the same, nor because the same was assessed to unknown owners, nor on account of any objection or informality merely technical, but all such assessments shall be good and valid. Sec. 495. Rate of taxation by State. 188?^ ch. 130, § 1; The State tax on every one hundred dol- lars worth of taxable property shall be forty-five cents for the year 1889, and for every year there- after; thirty cents of which shall be for State pur- poses, and fifteen cents for school purposes. Sec. 496. Rate of county taxation. 1891, Ex. Sess. ch. 25, § 1. The several county courts are hereby authorized and empowered to levy an annual county tax on every one hundred dollars worth of taxable property not exceeding the State tax, and ex- clusive of the tax for public roads and schools and interest on county debts, and other special purposes, except as hereinafter otherwise provided; Provided, no county shall levy more than one privilege tax for all purposes, and that not more in the aggregate than the privilege tax levied by the State ; Provided, any county which has issued bonds and is required by the Act of the Legislature authorizing the issuance of such bonds to levy a tax on privileges for the pur- pose of paying- such bonds, may continue to levy a special privilege tax for this purpose, not to exceed the State tax. 265 Sec. 497..] SUITS AND PEOCEEDINGS CHAPTER XIII. SUITS AGAINST CORPORATIONS. I. Service of Process. Sec. 497. Upon wrhat officer. Code, 2831. Serv- ice of process on the President or other head of a corporation, or, in his absence, on the Cashier, Treas- urer, or Secretary, or, in the absence of such officers, on any director of such corporation, shall be sufl5- cient. Sec. 498. In absence of officersj upon chief agent. Code, 2832. If neither the President, Cash- ier, Treasurer, or Secretary resides within the State, service on the chief agent of the corporation, residing at the time in the county where the action is brought, shall be deemed sufficient. Sec. 499. Upon whom, when action is brought in county w^here chief office is. Code, 2833. If the action is commenced in the county in which the corporation keeps its chief office, the process may be served on any of the foregoing officers, in the absence of those named before him. Sec. 500. Service in a county where is a branch office or resident director. Code, 2834. 1859-60, ch. 89. When a corporation has an office or an agency or resident director in any county other than that in which the chief officer or principal .resides, the service of process may be made on any agent or clerk employed therein in all actions brought 266 AGAINST CORPORATIOXS. [See. 502. against said company growing out of the business of, or connected with said company or principal's busi- ness, where the action is brdught in the county in which such agency, resident director, or office is located. Sec. 501. Action brought in ^vrong county. Code, 2812. If action be brought in the wrong countyj it may be prosecuted to a termination, unless abated by plea of the defendant. II. Proceedings by the State and by Stockholders and Creditors. Sec. 502. When an action will lie. Code, 3409. An action lies, under the provisions of this chapter in the name of the state, against the person or cor- poration offending, in the following cases : First. Whenever any person unlawfully holds or exercises any public office or franchise within this State, or any office in any corporation created by the laws of this State ; Second. Whenever any public officer has done or euflfered to be done any act which works a forfeiture of his office ; Third. When any persons act as a corpotation within this State, without being authorized by law; Fourth. Or if, being incorporated, they do or omit acts' which amount to a surrender or forfeiture of their rights and privileges as a corporation ; Fifth. Or exercise powers not conferred by law ; 261 See. S03.] SUIT^AND PROCEEDINGS \Sixth. Or fail -to exercise, , powers conferred by law a,nd essential to the corporate existence. Sec, 503. Same; continued. Code, 3410. The action, also, lies to bring the directors,. maijagers and officers of a corporation, or the trustees of funds given for a public or charitable purpose, to an account for the management and disposition of prop- erty intrusted to their care ; to remove such officers or trustees on proof of misconduct; to prevent mal- versation, peculation and waste; to set aside and restrain improper alienations of such property or funds, and to secure them for the benefit of those interested; and generally to compel faithful perfor- mance of duty. Sec. 504. Jurisdiction. Code, 3411. The suit is brought by bill in equity, filed in either the circuit or chancery court of the county or district in which the office is usurped or held, or the corporation or supposed corporation holds its meetings, or has its principal place of business. Sec. 505. Brought by Attorney General under direction. Code, 3412. The suit is brought by the Attorney-general for the district or county, when directed so to do by the General Assembly, or by the Governor and Attorney-general of the State concur- ring. Sec. 506. By same, on information. Code, 3413. It is also brought on the information of any person, upon such person giving security for the costs of the proceedings, to be approved by the clerk of the court in which the bill is filed .^ 268 ■.AGAINST CORPORATIONS. See. 5t2. Sec. 507. Liability for costs if brought on irifor- matidn. Code, 3414. When the suit is brotight at the relation of a private individual, it shall be so stated in the bill and proceedings, and such individual is responsible for costs in case they are not adjudged against the defendant. Sec. 508. Form of bill and proceedings. Code, 3415. The bill will set forth briefly, and without technical forms, the grounds upon Which the suit is instituted, and the suit will be conducted as other suits in equity. Sec. 509. Issue of fact. Jury. Code, 3416. Such issues of fact as it may become necessary to try by jury in the progress of the cause, will be made up under the direction of the court, and submitted to a jury empaneled forthwith. Sec. 510. Provisional and extraordinary pro- cess. Code, 3417. The court is authorized, upon the filing of the bill, properly verified, in all proper cases, to grant attachments and injunctions, and appoint receivers to effect the ends of justice, and to make all such orders, rules and decrees, according to the practice of a court of chancery as may be neces- sary to accomplish the objects had in view. Sec. 511. Answer; not to be used in criminal prosecution. Code, 3418. The defendants appear and answer the bill in the usual way, and such shall not be read against them in any criminal prosecution brought against them, or either of them. Sec. 512. Allegations in action for usurpation of office. Code, 3419. Whenever an action is brought against a person for usurping an oflice, in addition 269 Sec. 513.] SUITS AND PROCEEDINGS to th« other allegations, the name of the person right- fully entitled to the office, with a statement of his right thereto, may be added, and the trial should, if prHcticable, determine the right of contesting parties. Sec. 513. Proper orders upon judgment for claimant. Code, 3420. If judgment is rendered in favor of such claimant, the court may order the defendant to deliver to him, upon his qualifying as required by law, all books and papers belonging to the office in his (defendant's) custody, or under his control, and such claimant may thereupon proceed to exercise the functions of the ofl&ce. Sec. 514. Action against usurper for damages. Code, 3421. Such claimant in this event, may also, at any time within one year thereafter, bring suit against the defendant, and recover the damages he has sustained by reason of the act of the defendant. Sec. 515. All claimants to be made defendants. Code, 3422. When several persons claim to be enti- tled to the same office or franchise, they may all be made defendants so as to determine their respective rights. Sec. 516. Elections not to be contested under this chapter. Code, 3423. The validity of any election which may be contested under this Code cannot be tried under the provisions of this chapter. Sec. 517. Judgment of exclusion from office ; costs. Code, 3424. When a defendant, whether a natural person or a corporation, is adjudged guilty of usurping, unlawfully holding, or exercising any office or fr?inchise, judgment shall be rendered that 270 AGAINST CORPORATIONS. [See. 522. such defendant bo excluded from the office or fran- chise, and that he pay the costs. Sec. 518. Judgment of dissolution of corpora- tion. Code, 3425. If it be adjudged that defendant corporation has by neglect, non-user, abuse or sur- render, forfeited its corporate , rights, judgment will be rendered that the defendant be altogether excluded from such rights and be dissolved ; and also that the corporation, its directors or managers, as the case may be, pay the coats. Sec. 519. Receiver to be appointed. Disposi- tion of assets. Code, 3426. Such judgment of dis- solution does not extinguish the debts due to or from the corporation ; but the court shall appoint a re- ceiver, with full power to take possession of all the debts and property, and sell, dispose of, collect aud distribute the same among the creditors and other persons interested under the orders of the court. Sec. 520. Costs when action is brought by state. Code, 8427. '; If such action is at the suit of the state alone, and judgment is for the defendant, or. the defendants are insolvent, the costs are paid as in other state cases. Sec. 521. Abatement on death of relator. Code, 3428. Should the relator die pending the action, the suit abates, unless by the second term thereafter it is revived in the name of some person who, on appli- cation, and giving security for costs, is substituted in the place of the deceased relator. If there are several relators, the suit abates only on the death of all. Sec. 522. Costs \vhen action is abated. Code, 3429. On the abatement of the action as above, 271 Sec. 523.] SUITS AND PROCEEDINGS judgment is rendered against thB sureties of the relator for the costs. Sec. 523. Appeal to Supreme Court. Code, 3430. Either party is entitled to take the case to the Supreme , Court for the correction of errors as in other chancery cases. Sec. 524. Remedies of creditors and stockhold- ers in case of non-user or assignment of fran- chises, etc. Code, 3431. A corporation is not dis- solved by the non-user or assignment to others, in whole or in part, of its powers, franchises, and priv- ileges, unless all the corporate property has been appropriated to the payment of its debts; and any creditor, for himself and other creditors, whether he has recovered judgment or not, or any stockholder, for himself or other stockholders, may file a bill under the provisions of this chapter, to attach the corporate property, and have such property applied to the payment of the debts of the corporation. and any surplus divided among the stockholders. Sec. 525. Proof of corporate existence. Code, 5379. On all trials for offenses, where the existence of a corporation must be shown, a legally authenti- cated copy of the charter of such corporation, or a book purporting to be the public statute-book of the United States, or of the particular state, in which the charter is printed, shall he prima facie evidence of the existence of such corporation. Sec. 526. Books as evidence. Code, 3788. In ac- tions between corporations and their stockholders, a copy of the proceedings of the board of directors, and the subscriptions ^nd otherj^ books of the company, 272 AGAINST CORPOItATIONS. [Sec. 527. certified by the Secretary under the. corporate seal, ■shall be evidence. Sec. 527. Action by creditors for non-user or transfer of franchises. Code, 4294. The creditors of a corporation may, without flrrit having obtairied a judgment at law, file a bill in th« court of Chancery to attach the property of the corporation, and sub- ject the same, by sale or otherwise, to the satisfaction of their debts, when the corporate franchises are not used, or have been granted to others in whole or in part. (See § 117.) Sec. 528. Receiver. Code, 4295. In such cases the court may appoint a receiver, take an account of the affairs of the corporation, and apply the prop- erty and effects to the payment of debts pro rata, and divide the surplus, if any, among the stockholders. Sec. 529. Turnpike and railroad shares subject to execution. Code, 3034. The stock in all turn- pikes and railroads chartered in this State shall be deemed personal property, and be subject to levy and sale by execution. Sec. 530. Notice to be given secretary of com- pany. Code, 3035. The ofiicer making the levy shall, at the time of such levy, or as soon thereafter as practicable, notify the secretary or other oflQcer entrusted with the books of the turnpike or railroad company, of the fact of such levy ; the notice to be given personally, or in writing left at the office of the secretary or other officer as aforesaid. Sec. 531. Levy on choses in action of a corpo- ration. Code, 8037. An execution against a corpo- ration may be levied of its choses in action, as well t 273 Sec. 532.] BANKS AND BANKING. as of the goods and chattels, lands and tenements of such corporation ; and in case of .a levy on choses in . action, the court may appoint a receiver to collect the same. CHAPTER XIV. BANKS AND BANKING. [Note. — This chapter was inadvertently omitted from its proper place in the body of tlie book. Tlie sections of the Code and of the Act of 1859-60 that are omitted here relate to circulating^ notes.] Section 532. Penalty for unlawfully carrying on business. Code, 1810. No person, association, or corporation, unless authorized by law of this State or of the United States, shall establish or put in operation any. banking institution or office of dis- count or deposit. A violation of this section is a misdemeanor^ punishable by a fine of $10,000, to go into the common school fund. Sec. 533. Not to deal in notes and coin as commodities. Code, 1815. No bank shall sell or dis- pose of gold or silver, or the notes of any bank, for a premium or discount. Sec. 534. Interest on deposits forbidden. Code; 1816. No bank shall pay any interest, or other com- pensation, in consideration of deposits. Sec. 535. Penalty for violation of charter by officers. Code, 1819-20. No president, cashier, teller, clerk, agent, or employe of any bank shia,ll, knowingly, violate its charter, or any amendment thereto ; or shall remove of secrete the effects of such 274 BANKS AND BANKING. [Seo. 538. bank, or in any way conceal the debts, liabilities, or assets of the bank for the purpose of avoiding or de- feating any judgment of the courts, or for the pur- pose of defrauding any of the creditors of the bank. Each of these oflfences shall be a high misdemeanor, punishable by imprisonment not less than one nor more than six months, at the discretion of the court, and by a fine not less than two thousand dollars, to go to the use of common schools. Sec. 536. Scope of this Act. 1859-60, oh. 27, § 1.: Every bank which, now is, or may hereafter be, incor- porated under the authority of this State, shall be subject to the liabilities, and governed by the rules and provisions contained in this Act. Sec. 537. Capital stock, how paid, etc. Ibid., I 3. The capital stock of each bank in this State shall be paid in coin, and no substitute or equivalent shall be received in lieu thereof; and no part of the. capital stock of any bank shall be sold or transferred, until the whole amount shall have been paid in ; nor shall any loan be made to any stockholder, until he shall have paid the full amount of his shares of stock; nor shalL any loan then be made, if, in the opinion of the directors, the object of the loan is to replace- money borrowed to pay up his stock. rciiapter 132, of the same session, enacts t at the above section shall " be construed to apply, as it was intended, to banks chartered under the proTislons of said Act, and not to banks 'then in fexistenoe."] Sec. 538. Capital stock; maximum and mini- mum authorized. Ibid. §4. The capital stock of no bank in this State shall exceed three millions of dollars ; nor shall any baqk commence the businesBi of banking Vvith a less paid in capitarstock than [1861, 275 Sec. 539.] BANKS AND BANKING. Ist Ex. Sees. ch. 5, one] hundred thousand dollars. And it shall be the duty of the Secretary of State to examine and report to the Governor that this sum is actually paid in before any bank shall commence business : Provided, that existing banks which may have more than three millions capital siock, or less paid in capital stock than three hundred thousand dollars, shall not be restricted to three millions capi- tal stock, or compelled to increase their paid capital stock to three hundred thousand dollars. Sec. 539. Liabilities and character of business. Ibid. § 5. It shall not be lawful for any bank in this State, directly or indirectly, to increase its total liabilities beyond the amount of its total solvent assets, or use or employ any of its moneys, goods, chattels, or effects, in trade or commerce; and no bank shall hold or own more real estate than is necessary to carry on its banking business : Provided, however, it may receive mortgages and assignments for debts previously contracted ; and purchase in real estate thus mortgaged or assigned ; and purchase in land sold at execution sales under judgments in its favor, or redeem lands subject to redemption in order to secure its bad or doubtful debts ; but it shall not hold the same for a longer period than five years. Sec. 540. Not to use unpaid dividends. Ibid. § 7. No bank shall employ in its business divi- dends due to its stockholders, unless the same are made part of the permanent paid capital stock of the bank by the stockholders to whom the same are due and owing. Sec. 541. Directors to make semi-annual ex- 276 BANKS AND BANKING. [See. 543. aminations. Ibid. § 8. With a view to make the capital stock of banks permanent, and to guard against the destruction of the same, the board of directors of each bank, at the end of every six months, shall make a thorough examination of the condition of their respective banks, and ascertain as nearly as possible the total amount of bad and doubtful debts due to the same, which shall be reported to the board and spread upon the minutes thereof; and if it appears from this report and examination .that no profits have been made at these periods, or any one of them, beyond the bad or doubtful debts, then no dividends shall be made until a similar examination shall show that the profits do exceed the bad and doubtful debts, and then dividends may be declared out of this excess of profits. Sec. 542. All assets first appropriated to pay- ment of debts. Ibid. § 14. No part of the capital stock of any bank shall be withdrawn until its whole liabilities are satisfied ; or any portion of its assets be applied to any other purpose than that of legiti- • mate banking, as defined and prescribed by the pro- visions of this Act ; and any board, or such members of the board as shall permit the same to be done, shall be guilty of a misdemeanor, and shall, on con- viction thereof, be fined in the sum of $500 each, and imprisoned for not less than two nor more than ten months. . . Sec, 543. Qualifications of directors. Ibid. § 15. No person shall be a director in any bank who is not a citizen of this State ; nor shall more , than two- thirds of any bank directory be stockholders in the 277 Sec. 544.] BANKS AND BANKIXO. bank for which they act as directors, and uo director in any other bank, nor partner in trade of such director, nor two persons trading in partnership at the same time, shall be eligible or capable of serving as directors in such banks. Sec. 544. Special favors not to be shown stock- holders. Ibid. § 16. All accommodations extended to the stockholders of the institution shall be on the same terms that are exacted from its other custom- ers, and a violation of the provisions of this section shall be a misdemeanor in the directors voting for the same, and punishable by fine and imprisonment. Sec. 545. Purchase of its own stock regulated. Ibid. § 17. No bank shall pay interest on deposits, nor buy in, hold or cancel its own stock; but may receive it in payment of bad and doubtful debts, or for the purchase of real estate ; and in such case the stock shall be conveyed to a third party, in trust, to be sold by him for the benefit of such bank. Sec. 546. Examination by Secretary of State. Ibid. § 19. Whenever the [1867-8, ch., 55, Secretary of State] shall desire to make an examination of a bank, it shall be the duty of the officers of the same to afford him every facility for complying with his duties required by this Act; and if he should deem it necessary, he may cause all or any of the officers of said bank to be examined under oath, as to any mat- ters necessary for said examination ; and if any offi- cer or officers of the bank shall borrow or otherwise procure any assets not legitimately owned by the bank, to be exhibited to him as a portion of the property of said bank, it shall be a misdemeanor in 278 BANKS AND BANKING. [SeC. 549. those guilty of the same, and on conviction they shall be fined not less than five hundred dollars, and imprisoned not less than six months. Sec. 547. Proceedings to declare forfeiture of charter. Ibid. § 23. Whenever in the opinion of the Secretary of State any bank in the State shall have violated its chartered powers, it shall be his duty to report the fact, with his reasons therefor, to the Governor and Attorney General of the State ; and, if they concur -with him in opinion, he shall forth- with cause proceedings to be instituted in the Chan- cery Court of the District where such bank is located, in the name of the State, to have its assets subjected to the payment of its debts and its charter decl ared forfeited : Provided, That the right of appeal to the Supreme Court shall exist in favor of either party, notwithstanding anything in this Act. Sec. 548. Rates of discount regulated. Ibid. § 25. Each bank shall be authorized to discount bills and notes, payable in this State at the rate' of six per cent, per annum; and if any bill or note thus discounted is payable at a point different from that at which the bank is located, it may collect, in addi- tion to the six per cent, discount, the sum it will cost to collect such bill or note, if paid at maturity ; and e^ch bank shall be authorized to discount bills pay- able out of the State, at the rate of six per cent, per annum, with a reasonable exchange in addition thereto. Sec. 549. Liability of stockholders. Ibid. § 26. Each stockholder in any of the banks of this State shall be individually liable for any loss sustained by '279 Sec. 550.] BANKS AND BANKING. the creditors of the inptitiition, to tlie amount and value of his stock, until he has paid the same in full on his original subscription. Sec. 550. Liability of Directors. Ibid. Li any director or directors of any of the banks in this State shall be guilty of any fraud or willful, mismanage- ment of the affairs of such bank, by which any loss shall be occasioned to its creditors, such director or directors upon legal ascertainment of the fact shall be individually liable for such loss, and all the stockholders assenting thereto shall be liable in like manner. Sec. 551. Legislative examinations. Ihld. § 28. Each and fevery bank in this State shall be subject to the examination of such committees as the Legis- lature may from time to time appoint. Sec. 552. Limitation of corporate life. Ibid. § 9. No bank shall be chartered for a longer period than fifteen years. Sec. 553. Assignment for benefit of creditors. 1865, ch., 31, § 2. Each and every bank in the Stale is hereby authorized and empowered to make an as- signment of the effects of said bank to any trustee or trustees, receiver or otherwise : Provided, the assets BO transferred are made secure in the hands of the trustee, receiver or agent. Sec. 554. Same : duties of trustees. 1866-7, ch. 14, S 1. In all cases where any of the banks of this State have or may hereafter make assignments for the benefit of 'their creditors, it shall be the duty of the trustees, appointed by the deed or a court to exe- cute the same, to fix a time, which shall not be less 280 BANKS AND BANKINK. fSec. 554. than two years, in which all claims against the bank and provided for by the deed, shall bo presented for payment; after the expiration of which time all the effects of the bank shall be distributed and paid over as fast as realized, ratably, to the creditors whose claims shall have been presented according to the provisions of the assignment, and all others shall be forever barred ; of which time, so fixed and limit- ed, public notice shall be given by the trustees in at least one of the newspapers in the cities of Knoxville, Nashville and Memphis, during all the time allowed for the presentation of claims. [Note. — The duties herein required to be performed by the Secretary of State were imposed originally upon the Supervisor of Banks. That office was abolished by Ch. 55, Acts of 1867-8, and its duties were devolved upon the Secretary of State]. 281 NOTES OF DECISIONS. §§ 1-4. Sees. I, 2. Constitutional Provisions. 1. Act changing name. An act merely changing the name of a corporation is not unconstitutional. State v. Butler, 86 Tenn., 614; 8 S. W. Rep. 586. 2. Privileges, etc., to " individuals." It is obvious that this clause of the constitution -only pro- hibits the grant of special privileges to " individuals/' It does not prohibit legislation for the benefit of classes com- posed of any members of the community who may be able to bring themselves within the class. Davis v. State, 3 Lea, 376. 3. Special privileges to corporations. A corporation is a person ; and, although its powers may be increased or diminished by general law, it cannot more than an individual citizen, be exempted from the purview of a penal law ; nor can a privilege be created which is to be exercised by only such corporations of a certain class as may pay the requisite privilege tax therefor, unless the law creating the privilege provides a means whereby everymem- ber of the community who can bring himself within its pro- visions may have the right to do so. Daly v. State, 18 Lea, 228. 4. Same. So, a provision exempting officers .and members of certain corporations from service as jurors and road hands is uncon- stitutional. Neely v. State, 4 Lea, 316 ; Green d- Curry v. State, 15 Lea, 708. Sec. 4. Corporations not for gain. 5. Unincorporated churches and masonic lodges. As to the rights and powers of unincorporated religious societies and Masonic Lodges, see M. & V., 2006-19, Acts 1883, ch. 63, and Acts 1889, eh. 11. They have no power to 283 Sees. 4-8.] NOTES OF DECISIONS. take or hold a bequest of personal property. They have only the powers specifically conferred by the statutes referred to above, and a law passed after the death of the testator cannot qualify such a society to take such a bequest. Rhodes v. lihodes, 88 Tehn. 637 ; 13 S. W. Rep. 590. 6. Misnomer. The misnomer of a corporation to which a charitable devise is made will not defeat the gift, if there is no doubt of the intention of the testator. State v. Smith, 16 Lea, 662. See also Bank r. Burke, CJold., 625. 7. Same. Where the name of a corporation has been changed, and it is sued by its old name, the mistake should be taken advan- tage of by plea in abatement, or it is waived, and a decree rendered against it by its old name is valid. Young v. South Tred-egar I. Co., 85 Tenn. 189; 2 S. W. Rep. 202. 8. Club supplying liquors. A social club, organized under paragraphs 3 and 5, kept a small stock of liquors for the use of its members, who paid for each drink as it was taken, but no profit was made for the club on the sales, the stock being kept up in part by the monthly dues of members. Held, the club was not a retail liquor dealer. Tenn. Club v. Dwyer, 11 Lea, 452. Sec. 8. Probate, registration, &c. (See note on p. 9.) 9. Principal office. Where a corporation was organized to build a railroad through several counties, the county where the charter was registered is presumed to have been determined upon as the location of its principal office, and holding directors' and stockholders' meetings elsewhere will not change the fact. Andenon r. Middle (kc. R. R. Co., 91 Tenn.— ; 17 S. W. Rep. 803. 10. Registration in other counties. Failure to register a charter in the counties where agencies are established, it having been duly registered in the county of its principal office and with the Secretary of State, is no 284 NOTES OF DECISIONS. [SeCS. 8-1 3. ground for collateral attack upon the validity of the corpor- ate organization. Anderson v. Middle Tenn. ifcc. R. R. Co., 91 Tenn., ; 17 S. W. Eep. 803. 11. Registeation with secretary of state. An amendment registered in the home county, but never registered with the Secretary of State, is void. Ibid. 12. Registration of certificate of secretary of State. To sustain a charge of having sold liquor within four miles of an incorporated school, the certificate of the Secretary of State must have previously been registered in the office of the County Register. Until this is done the Act of incorpor- ation is incomplete. Brewer v. State, 7 Lea, 682. Sec. 13. General pbvvers of corporations for profit. 13. Corporate name. (See note 6.) 14. Corporate Seal. The presence of a seal is prima facie evidence that it was affixed by proper authority, and that the instrument is the act of the corporation. Memphis v. Adams, 9 Heisk, 522. 15. By-laws. By-laws which do not conform to the requirements and purposes set forth in this charter are void. Martin v. Nash- ville Building Association, 2 Cold, 420. 16. Same. A majority may at any time alter or repeal the by-laws. E. T., V. & Ga., R. R., Co., v. Gammon, 5 Sneed, 571. 17. Same. Restraining transfers. A by-law imposing restraints upon the alienation of stock is void. Cornick v. Richards. 3 Lea, 6. 18. Same. To settle disputes between members The by-laws of a tobacco board of trade, incorporated under Sec. 4, provided for a board of arbitration to settle disputes between members, growing out of sales of tobacco by one to another. Such a by-law is wise legislation, tending to pre- 285 Sees. 13,14. j NOTES OF DECISIONS. vent litigation and to promote the welfare of commerce ; the tribunal thus created is judge of the competency and value of the evidence offered ; its finding in a given case is an arbi- tration of the matters submitted, and is binding upon the parties submitting it. V(wghnv.Uerndon,QlTen\i., ; 17 8. W. Rep., 793. 19. Appointment op officers and agents. The common-law rule that an agent cannot bind his prin- cipal by a sealed instrument unless his authority is under seal does not apply to agents of corporations. I'liion Bank i\ V. S. Bank, i Humph., 369. 20. Same. The fact that an order appointing an agent was not entered upon the minutes of the board was immaterial to the validity of the appointment in the absence of any provision in the charter or by-laws requiring it. The authority of the agent may be inferred from the recognition or adoption of his acts by the corporation. Smiley v. Mayor, 6 Heisk., 606. 21. Same. For many purposes the officers or directors may appoint agents to perform services for the corporation, and their acts; within the scope of their employment, are binding. Afetn- phis r. AdamK, 9 Heisk., 529. § 14. Provisions and Restrictions. 22. Teems of office. (See §§ 14(2), 102.) 23. Subscriptions OF stock; how made. No actual manual Subscription on the books is necessary. A resolution by a county court to subscribe, and a present aceeptance by the company of such subscription, is complete and binding, although it was ordered that the chairman of the court should subscribe upon the books of the company. Nelson ,-. Haywood Co., 87 Tenn., 781: 11 S. W. Rep. 885. And whether the action of the Court was a subscription, or only an undertaking to subscribe accepted by the company, a valid contract existed with the company. Cass Co., v, Gilli'tl, 100 u. s. .594. , 286 xotks of decision's. [sec. 14. 24. Same. Estopped to deny. Where the minutes of a corporation showed that certain persons had subscribed certain stated amounts, and where it appears that the persons named had been directors, and as snch had access to the books containing such statement, they were held bound, though no actual subscriptions were pro- duced. Moses V. Ucoee Hank, 1 Lea, 399. 25. Same. When become binding. The subscription to tlie original or initiatory stock of a cor- poration becomes absolute and irrevocable at that instant when all prerequisites made essential by law to the grant- ing of the charter have been complied with. The subscriber then becomes a stockholder, liable absolutely for his sub- scription, and entitled to membership and a voice in all sub- sequent proceedings affecting the interests of the corporation. Cartwright v. Dickinson, 88 Tenn. 476; 12 S. W. Kep. 1030. 26. Same. Same. Where subscriptions are made at a public meeting, and taken by one who has no authority from the company, they become binding when delivered to and accepted by the corporation. M. notes or bills which the corporators may deem equivalent to, or better than coin, the corporators cannot pay their sub- scriptions with their own notes endorsed by each other: Moses V. Ocoee Bank, 1 Lea, 398. 51. Unpaid subscriptions. Liability of assignee. The original subscriber is liable for the unpaid balance of his subscription until it is paid in full. But his, assignee is primarily liable, having assumed the contract. Marr v. Bank of W. Tenn., 4 Lea, '578; W. Nashville, etc., Co. v. Nashville S. Bank, 86 Tenn.,'2H. ' " . 52. Same. It is intimated in Marr v. Bank that where there have been a series of assignments the intermediate assignors are not liable. Inasmuch, however, as the liability of the assignee is based upon his implied promise to pay what his assignor was bound for, lie would seem to be still liable, at least to the lat- ter, until the subscription is fully satisfied. 53.' Same. Forfeiture for. , A corporation has no common law right to declare a for- feiture of stock for non-payment of calls, but it may sue for the amount unpaid arid sell the stock for satisfaction of the unpaid'residue. Chase v. E. T., V: & O. R. R. Co., 5 Lea, 415'; Cartwricjht v. Dickinson, 88 Tenn., 476 ; 12 S. W. Rep., 1030. 5'4'. Same. Release of,' by Corporation. No power to release a shareholder from the payment of his subscription resides aiiywhere in a corporation. It can be done only by unanimous consent of stockholders, rights of creditors being out pf'the way., Nor is such attempted release by the officers aided by procuring new and additional 208 Sec. 14.] NOTES OF DECISIONS. subscriptions for a like amount to take the place of that released. Tbid. 55. Same. Defense to. That a corporation has violated its chartered rights by tak- ing subscriptions in excess of its fixed capita! is no defense to suit for an unpaid subscription made before the limit was passed. Ibid. 56. Same. Same. Where, on account of a mistake of fact, a stockholder sup- posed his subscription had been canceled, and thereafter ceased to act as a stockholder, he is not released, although the concern became insolvent through subsequent misman- agement in which he did not participate. Ibid. 57. Same. Innocent purchaser of share. A bona fide purchaser of shares of stock, for value, without notice, either upon the face of the certificate or otherwise, that the subscription has not been paid, cannot be held by the corporation for the unpaid balance. West Nashville, &c., Co. V. Nashville Sav. Bank, 86 Tenn., 252 ; 6 S. W. Rep., 340. 58. Same. Set off. A stockholder of an insolvent bank who is the assignee of a judgment in favor of a note-holder may have his liability extinguished pro tanto by such judgment. Marr v. Bank of W. Tenn., 4 Lea, 578. Sec. 14 (8), Corporate powers strictly limited. 59. Corporate powers. Strictly construed. Corporations may perform only authorized, not unforbid- den, acts. Mallorg v. Hanaur Oil Works, 86 Tenn., 598 ; 8 S. W. Rep., 396. 60. Same. Persons dealing vvith, affected with NOTICE of. If a corporation makes a contract manifestly beyond the powers conferred by its charter, it will not be enforced in law or in equity. Every person entering into contracts with it is bound to take notice of the legal limits of its power to con- 294 NOTES OP DECISIONS. [See. 14, tract. Memphis Elevator Co. v. M. & C. R. R. Co., 85 Tenn., 703;5S. W. Rep.,52. 61. Same. Guaranteeing dividends op another corporation. In the absence of express authority, a corporation has no power to guarantee a dividend upon the stock of another corporation, though the guarantor corporation expects to reap a benefit from the operations of the other, and makes the guarantee as an inducement to third persons to subscribe for the stock of the corporation whose dividends are guaran- teed. Ibid. 62. Same. Partnerships and combinations. An agreement between corporations engaged in the manu- facture of products of the same kind, that they will turn over to a committee composed of representatives of each corpora- tion the plant of each, to be operated by the committee for a specified term for the common benefit, the profits and losses. to be shared in agreed proportions, is a contract of partner- ship, and not a mere traffic arrangement, and such a contract is not within the express or implied powers of corporations; under the Act of 1875. It is therefore, in so far as unexe- cuted, ultra vires and void, though authorized by both direc- tors and stockholders. Nor does it constitute the committee tenants from year to year entitled to notice to quit. Either corporation may repudiate the contract and recover its prop- erty from the committee in' possession. Mallory v. Hanaur Oil Works, 86 Tenn., 598 ; 8 8. W. Eep., 396. Sec. 14 (10-12). Amendment of charters. 63. Acceptance op amendments. Void if condi- tional. Where, in a resolution accepting- an amendment of ita charter, the stockholders inserted a condition not authorized by the amending act, the acceptance of the amendment was thereby rendered void. Mulloy v. R. R., 8 Lea, 427. 64. Same. Consenting stockholders estoppel. Where an unauthorized amendment was adopted, by virtue 295 Sees. 26-34.] NOTES OP decisions. of which a consolidation of two corporations was affected, stockholders consenting to the consolidation are estopped to deny the validity of the amendment. Deaderick v. Wilson, 8 Baxter, 108. Sec. 26. Publication of list of corporations. 65. ONr.Y PRIMA FACIE EVIDENCE. Publication of the name of a corporation with the list of corporations in the Acts of the Legislature, is only prima facie evidence of its incorporation ; and, unless the certificate of the Secretary of State and the great seal are registered in the county of the home office, the act of incorporation is in- complete and may be collaterally attacked. Brever v. State, 7 Lea, 682. , Sec. 27. Abstract companies. 66. Liability fob error in abstracts. An abstract company that furnishes to the owner of land an abstract of title with guaranty of its correctness, for the purpose of enabling him to effect a sale, is liable to a pur- chaser who buys upon the faith of that abstract, for damages resulting from defects of title by reason of prior registered conveyances of the vendor, which would have been disclosed by an abstract prepared with proper skill and care. Dickie v. Nashville Abstract Co., 89 Tenn., 431 ; 14 S. W. Eep., 896. Sec. 34. Building and loan associations. 67. Premium not usury. A contract to pay six per cent, interest, and also such premium as may have been bid for a loan of money under the provisions of this Act, is not usurious, and is not repug- nant to the Constitution. Patterson v. TheWorkingmen's B.& L. Association, 14: Lea, 677. This opinion contains a full and exhaustive discussion of the principles involved, and review of the cases, by Judge Cooper. 67a. Borrowing stockholder of insolvent associa- tion. Mode of settlement. In an action by the receiver of an insolvent building asso- ciation to recover the amount due from a borrowing member, 296 NOTES OF DECISIONS. ' [SeC. 39- defendant should be charged with the amount of the' loan; and credited with interest and premium paid by him, but no credit should be allowed for dues paid on his stock. -Rogers. V. Hargo, 91 Tenn. ; 20 S. W. Rep., 430. Sec. 39. Cotton compress and warehouse com- panies. 68. Warehousemen. Liability as bailees. A warehouseman acting as bailee for hire is held to that de- gree of care and diligence which good and capable ware- housemen are accustomed to show under similar circum- stances, or that which business men, experienced and faithful in the particular department, are accustomed to exercise when in the discharge of their duties. Lancaster Mills v. Merchants' Cotton-press Co., 89 Tenn., 1 ; US. W. Eep., 317. 69. Same. Loss by fire. In the absence of special contract he is not responsible for loss of goods by fire, if not proximately caused by his negli- gence. Ihid. See the above case for a full discussion of the duties of warehousemen and carriers generally, under contracts to in- sure property stored with them. Sec. 39(7). Liability of stockholders to em- ployes. 70. Novation. Estoppel. An employe who took the note of the corporation for a balance of wages due him, receipting the pay-roll, and who, having afterwards reduced his claim to judgment, received his pro rata upon said judgment in a proceeding in chancery to wind up the corporation as insolvent, is not thereby estopped from proceeding against the stockholders for the residue of his debt. Jackson v. Meek, 87 Tenn. ,'69; 9 8. Wj Eep., 225. 71. Relief, BY sale of stock. A stockholder cannot divest himself of his liability to em- ployes by transferring his stock ; the liability attaches to and remains upon all who were stockholders wlien the services were rendered. Ibid. 297 Sees. 39-80.] NOTES OF DECISIONS. 72. Assets to be first exhausted. The stockholder cannot be compelled to pay until the cor- porate assets are exhausted. Ibid. 73. A DRUMMER IS A CLERK. A travelling salesman, or drummer, is a clerk within the meaning of the statute. Hand v. Cole, 8S Tenn.,iOO; 12 8.AV. Eep., 922. 74. Strict construction. Statutes making stockholders liable for the wages of em- ployes are in derogation of the common law, and are to be strictly construed. Ibid. Sec. 39(8). Liability of directors. 75. For debts in excess of capital paid up. Under the provisions of the law making the directors liable for any indebtedness incurred in excess of the capital paid up, the directors are individually liable for such specific debts only as were created with their assent in excess of the paid, up capital and remain unpaid after the corporate assets are exhausted. Allison v. Coal Co., 87 Tenn., 60 ; 9 S.W. Rep., 226. 76. Dividends improperly declared. There can be no recovery against directors by stockhold- ers for dividends improperly declared and paid out to the stockholders. Wallace v. Lincoln Savings Bank, 89 Tenn., 630 ; 15 S. W. Rep., 448. Sec. 61(2). Mining and manufacturing com- panies. 77. Form of charter. It will be observed that the law does not require that the provisions of the code authorizing the taking of private prop- erty shall be copied in this charter. Sec. 80(2). Street railroad companies. 78. Cannot contract for exclusive rights. Without legislative authority a municipal corporation can not enter into a contract with individuals or a private associ- ation for the construction and exclusive use and operation of 298 NOTES OF DECISIONS. [See. 84-. a street railroad. People's Passenger R. R. Co. v. Memphis, 1& S. W. Rep., 973. (Not officially reported, 1875.) See also Notes . Sec. 84. Turnpike Companies. 79. Tekmini. Where a town or city is mentioned as a terminus of a turn- pike road, the corporation line is meant, and the road must be built strictly up to the line. Franklin and Columbia Tp. Co. V. Campbell, 2 Hum., 467. But when it is to be built "from a suitable point near" a named point, a mile and a half from that point was not unreasonable, although there were other suitable points nearer. Hadley v. Harpeth Tp. Co., 2 Hum.. 555. 80. Extinction of old eoad by turnpike. When a turnpike road is constructed along the bed of an old county road, in pursuance of a charter vesting in the com- pany a right to collect tolls, the old road is thereby abolished. Nolensville Tp. Co. v. Baker, 4 Hum., 315. 81. Repair of roads. Penalties. Failure to repair subjects the company not only to the pen- alty of having its gates thrown open, but to indictment also. Simpson v. State, 10 Yerg., 525. But see §§ 213-14. ' 82. Report of completion of five miles by com- missioners. The report of the Commissioners that five miles of the road has been finished according to law would seem to be only prima facie, and not conclusive, evidence of the right of the company to collect toll. Franklin & C Tp. Co. v. Campbell, 2 Hum., 468. 83. Location of gates. Where the company has once exercised its discretion in the location of a gate its power is exhausted. The doctrine of election applies in full force. Slate v. C. creditors, for the State. They must use both good faith and care, attention and circumspection, and particularly in the safe-keeping and 302 NOTES OF DECISIONS. [SeC. 104. disbursement of funds committed to their control. If they misappropriate them, or allow others to divert them from their purpose, they must answer for it. Shea v. Mabry, 1 Lea, 319. In this case the directors had permitted certain sums to be used in paying lobbyists. 94. Same. Advice of counsel. A mistake of law will not, of itself, create liability ; and this necessarily implies that such a mistake may be made ■without legal advice. Ordinarily the advice of cbunsel will not protect a trustee, nor shield any person from the conse- quences of a wrongful or illegal act. The true rule is that if the directors feel any doubts as to the law, they may be guil- ty of neglect if they fail to seek and be guided by competent legal advice, for the obvious reason that they would so act in the management of their own private affairs. Vance v. Phoenix Insurance Co., 4 Lea, 387. 95. Same. Same. Where the by-laws required the secretary to execute bond, and he did so, the same being accepted by the directors, and the latter made the mistake of supposing that the bond was good to cover the whole term he should serve the company, whereas it covered only the first year. Held, that it was a mistake of law, or error of judgment for which, without more, they would not be liable, although they had failed to take the advice of counsel. Vance v. Phcenix Insurance Co. , 4 Lea, 387. 96i Same. Where no loss occuks. Bank directors, though negligent, incur no liability if no loss resulted from the negligen,ce. Wallace i;. Lincoln Sav- ings Bank, 89 Tenn., 630; 15 S. W. Eep., 448. 97. Same. For acts of officers. Bank directors, though negligent in the supervision, are not responsible for over-checks permitted by the cashier to a reasonable extent in favor of responsible customers. They are not responsible in any case for over-checks permitted to customers by the cashier without their authority or knowl- edge, and the books of the bank showing the o-ver-checks do 303 Sec. 104.] NOTES OP DECISIONS. not affect the directors with notice thereof in a suit between the directors and the bank. Ibid. 98. Same. Elected and advertised as directors, but not acting. Persons who were notoriously advertised in the newspapers as directors of a bank, but who were not stockholders, were not notified of their election as directors, nor accepted the office, nor acted as such, although they knew of the adver- tisement, but never said or did anything to lead any of the creditors to believe that they were direct(»s, are not liable as directors for the mismanagement of the bank. Hume v. Commercial Sank, 9 Lea, 728. 99. Same. Discretion of, in bringing suit. . The board of directors possess large discretion, and their refusal, in good faith, to bring suit when so requested, w^ill rarely be over-ruled by the courts at the instance of a stockholder or creditor. The assignee of an insolvent cor- poration has a more limited discretion in matters of this sort. Wallace v. Lincoln Sav. Bank, 89 Tenn., 630 ; 15 S. W. Rep., 448. 100. Actions against directors. Limitation. Es- toppel. The suit of a creditor or stockholder in equity, the direct- ors having refused to sue, is but the suit of the corporation ; and if for any reason the corporation is estopped from suing, or its action is barred, the creditor or stockholder is likewise affected. Wallace v. Lincoln Savings iJa)?i, 89 Tenn., 630 ; 15 S. W. Rep., 448. 101. Same. Recovery for benefit of corporation. A recovery against officers or directors of a corporation, whether suit be brought by the corporation or, in a proper case, by a stockholder or creditor, is for the benefit of the corporation, and all its creditors and stockholders, innocent and guilty alike, share in the proceeds according to their re- spective rights. Ibid. 102. Same. Burden. In a suit against directors to charge them with loss result- ing from their negligence, the burden is upon complainant to 304 NOTES OF DECISIONS. [SeC. 1.04. show both the loss and the negligence. Wallace c. Lincoln Sav Bank, 89 Tenn., 630 ; 15 S. W. Rep., 446. 103. Same. Limitation. A suit against directors tor damages, resulting from negli- gence in managing the affairs of a corporation, is not a suit for injury to or conversion of personal property, but upon their implied promise to exercise due diligence in the dis- charge of the duties of their office, and is governed by the statute of limitation of six years. Ibid. 104. Same. Preliminary steps necessary. Before suit can be maintained by a stockholder or creditor, he must, if the corporation is going and not disabled' to sue, demand of the directors, and not of the president alone, that suit be brought. If the corporation is in the hands of an assignee demand must be made of the latter. Wallace v. The Lincoln Savings Bank, 89 Tenn., 630 ; 15 S. W. Rep., 448. 105. Same. Same. Before suit for redress of grievances will be entertained on behalf of stockholders against the corporation, its directors or officers, the stockholders must have exhausted all means within their reach to obtajn redress within the corporation itself, and must aver that fact. An averment that the de- faulting directors or officers of a corporation have a pecuni- ary interest adverse to that of the complaining stockholders does not excuse the failure to aver a proper effort by the stockholders to obtain redress through the corporate authori. ties. Boyd v. Sims, 87 Tenn., 771 ; 11 S. W. Rep., 948. 105«. Same. Suit by stockholder. Before the liability can be enforced in favor of a creditor it must be established, by some judicial proceeding set on foot for that purpose, that the charter has been violated, though it is not essential that a forfeiture shall have been declared ; it must also be shown that the corporate assets have been exhausted. Johnson v. Church well, I Head, 145; Blake v. Hinkle, 10 Yerg., 218. v 305 Sees. 112-18.] n6tes of decisions. Sec. 112-13. Powers and liabilities of trustee of insolvent or liquidating corporation. 106. Trustees, duties of. It is the duty of a trustee to disclose every fact which a creditor ought to know. He must give prompt notice to creditors to file claims, must husband and, economically ad- minister the corporate resources, and promptly distribute cash assets. He is equally the agent of the creditors and stockholders, and must act for the best interests of both. Moses V. Ocoee Bank, 1 Lea, 401. 107. Same. Compensation of unfaithful trustee. Where a trustee administers the trust for the benefit of himself and the stockholders, disregarding the rights of cred- itors, he is entitled to no compensation as trustee as against the creditors, on account of the mala fides ; nor as against the stockholders, as against public policy. Moses v. Ocoee Bank, 1 Lea, 401. 108. Same. Suits by. Where the assets of a bank whose charter has expired by limitation pass into the hands of a trustee, the latter may sue in his own name as trustee upon contracts made by him, with- out joining the bank as a party ; and it is immaterial that be- fore the bringing of the suit the period of five years given corporations by statute to wind up their affairs had not ex- pired. Kyle V. Ewing, 5 Lea, 580. 109. Same. Suit by stockholder. A suit cannot be brought in the name of a corporation more than five years after its dissolution, unless it appears that under Code § 1496 the chancellor has granted further time for closing the business of the dissolved corporation. The suit should be brought in the name of a creditor or stock- holder. Rogersville, etc., R. R. Co. v. Kyle, 9 Lea, 691. Sec. 118. Lease and disposal of franchises. 110. Transfer of stock not essential. The rights, franchises, exemptions, etc., granted to a cor- poration may exist and be validly transferred without issue 306 NOTI<>- OF DKCISIONS. [Secs. 1 18-28. or transfer of certificates, where there is other satisfactory proof of subscription and payment of stock and organization, and of a bona fide transfer not merely of the papej' charter, but of the stock, franchises and exemptions of the corpora- tion.. State u. liatler, 86 Tenn., 614; ,8 S. W. Rep., 586. 111. Same.. One corporation cannot, by purchase of stock or otherwise, absorb another so as to draw to itself the rights, franchises, - etc.. of the latter ; but the stockholders of the one, may, of course, become the purchasers of the stock, franchises, etc., of tile other. State v. Butler, 86 Tenn., 614 ; 8 S. W. Rep., 586. Sec. 127 a. Lien of employes and day laborers. 11'2. The following act was overlooked until AFTER Chapter III. had been printed : "1883, ch. 18. All employes and day laborers of any corpo- ration or partnership firm doing or carrying on any corpo- ration or partnership business within the State of Tennessee shall have a lien upon the corporation, or firm property, real and personal, for their labor and services performed for such corporation or partnership ; provided, that such lien shall not exist for wages or compensation in arrears, or unpaid, for three months ; and that no valid lien existed at the time of the commencement of the action to enforce said emplbye's lien, and no bona fide purchaser be affected by the lieh of said employes ; and provided, that proceedings for the en- forcement of such lien shall be begun within three months from the time the lien attached ; and if not thfe lien shall be lost, and no longer exist. This lien may be enforced by at- tachment or otherwise, as in other cases." See Notes 132-39. Sec. 128. Banking powers conferred on certain corporations. 113. Note. • This section appears to confer general banking powers upon cemetery companies §37(5) , insurance companies §49(2), pawn- brokers' associations §65(1), and the trustees of religious de- nominations §4(6). The title of the Act is : "An Act to define the powers of Corporations," and a query is suggested as to , 307 Sees. 128-80.] NOTES OF DECISIONS. its sufficiency, vbut the point is not decided, in State v. Mem- phis City Bank, 91 Ten'n., — ; 19 S. W. Rep., 1045. 114. Unconstitutional as to immunities. Under the present Constitution immunity from .taxation cannot be granted to a private corporation, nor can such im- munity, already existing under a prior corporate grant, be extended so as to protect the grantee corporation against taxation in carrying on a business not contemplated in the original charter ; although the Legislature may have en- deavored to do so by this Act. State v. Memphis City Batik, 91 Tenn.,— ; 19 8^ W. Rep., 1045. Sec. 155. Telegraph companies. 115. May contract against negligence. A telegraph company may by contract with the sender pro- tect itself from liability for the negligence of a connecting line, operated by another company, over which the message must go. Telegraph Co. v. Mnnford, 87 Tenn., 190; 10 8. W. Rep., 318. Sees. 166-80. Domestication of foreign corpo- rations. 116. Presumed to have complied with §§ 167-68. When a foreign corporation' carries oh its business"^ in this State — has its chief office, directory, books, seal, plant and property here, it will be presumed, in the absence of proof to the contrary, that it has complied with the requirements of this Act, and that it is carrying on its business lawfully and not unlawfully in this State ; and it will be deemed and held to have its situs in this State, and to stand in all particulars as a domestic corporation. Youu,g r. Snulli Tvcdeijnr Co., 85 Tenn., 189 ; 2 8. W. Rep., 202. 117. Compliance compulsory. It is not optional with such corporations as to whether they will or will not become domestic corporations as required by this Act. Reasons of public policy demanded legislative reg- ulation of the terms upon which corporations of other states should be admitted to carry on business here. The legisla- 308 NOTES- OF DECISIONS. [SeCS. 1 81-300. tion by which corporations of other states are made corpora- tions of this State is clearly within the legislative power. Ibid. Sec. i8i. Suits against foreign corporations. 118. Not applicable to corporations having res- ident AGENTS. This Act does not apply to foreign corporations having resident agents in the county where suit is brought, and was enacted for the purpose of providing for cases of foreign corporations having no resident agent or local office in this State. It was not intended as a repeal of ^5 2831-4 of the Code, (4§ 497-500 herein), but rather to enlarge the Code provisions, by providing tot cases not covered by them. Where the cor- poration has a resident agent, service of process is had under the Code provisions, and not under §§ 183-85. Telephone Co- f. Turner, 88 Tenn.,266 ; 12 S. W. Rep ,544. Sec. 194. Turnpikes. (See Notes 79-87.) 119. Title of act, § 194. The title of this Act is : " An Act for the benefit of turnpike companies between towns and railroad depots that are not as much as five miles in length." Its application therefore would probably be limited to roads of that kind. For remainder of the Act see § 84 ( 12). Sees. 250-300. Lease, consolidation, sale and mortgaging of railroads. • 120. Lease. Receiver has no authority to make. A receiver of an insolvent railroad has no authority to lease the road. State v. McMinnville R. R. Co. 6 Lea, 369. 121. Same. Sanction of stockholders. Under the ordinary powers granted to a railroad having its termini in this State the directory have no power to pur- chase other railroads without the sanation of the stockhold- ers. Deaderick v. Wilson, 8 Baxt., 108. 122. Consolidations. Priorities" not limited to consolidated roads. ; " ■ The priorities to certain persons saVed-; in section 277 are 309 Sees. 250-300.] NOTES OP DJiCISIONS. damages arising put of ariji incidental to the operation of the road, and are not limited to consolidating roads, but apply to all railroads in the State whether consolidated or not. Frazier v. E. T., V. A- G. H. H. Co., 88 Tenn., 138 ; 12 8. W. Rep., 537. 123. Act constitutional. The -Act of 1877, cji. 72 as a whole, has but one subject, suf- ficiently expressed in its title, and is constitutional. Ibid. 124. Same. Creditors' bill. The property of a eongolidated railway company in-'Jthe hands of a purchaser otheV than an innocent one is liable'to the claims given priority by § 277, where it was sold upon foreclosure of a mortgage made by such company subject to the provisions of ch. ,72, Acts 1877 (§§ 267 a — 277) ; and it may be subjected by creditors' biir filed by one in behalf of him- self and others of the preferred class, against the purchaser and the insolvent coippany. Frazier v. E. T., V. & G.R.R. Co., 88 Tenn., 138 ; 12 S. W. Rep., 537. 125. Same. Contract growing out of personal injuries. Complainant compromised , his claim against the railroad company on account of personal injuries received, by the company undertaking to pay him $90 a month for five years for services to be rendered by him. Upon suit against. the company for damages for breach of this contract it was held that under § 277 his claim was a lien prior to a mortgage executed under the provisions of this Act. Ibid. 126. Liabilities assumed by consolidated company The act of consolidation itself implies an acceptance of the burdens and liabilities imposed by this act. The new ac- quires and may enforce all the rights of the old companies, and is subject to their liabilities. Miller r. Lancaster, 5 Cold., 5i4. 127. Consolidation dissolves old and creates new corpuhation. The consolidation of two or more corporations under a 310 NOTEB OP DECISIONS., [^ecs: 250-300. statute of this character works a dissolution of the. old corpo- ration and creates a. new one. All the powers and. franchises, of the new company thereby . formed are , derived from,, that statute, and under the Constitution may at any time be altered or repealed. An Act of the General Assembly, there- fore, which contravenes the provisions of the original char- ters of the consolidating companies does not impair the ob- ligation of contracts. Shields v. Ohio, 95 U. S.,3l9; Railroad' Co. r. Maine, 96 U. S , 509; Railroad Co. v. Georgia^ 98 U. S., 359. But see Central R. R. Co. v. Georgia, 92 U, S., 665, Mora- wetz Corf).", § 943. Compare also the principles laid down in State r. Memphis City Baitlc, 9l Tenn., — ; 19 S. "\V. Rep., 1045. 128. Does not eepeal § 277. Section 292 does not operate to repeal the special limita- tions contained in § 277. Frazier v. K. T., V. & G. R. R. Co., 88 Tenn., 138 ; 12 8. W. Rep., .537. ' 129. Incorporation of purchaser.?. Constitution- alitv of act. Under the reasoning of the cases cited in Note 127, as laid down by the Supreme Court of the United States, a question arises as to whether the Legislature has the power, under the present Constitution, to thus provide for the creation of new corporations out of the ruins of the old, with rights, powers, privileges, etc., differing in many respects among themselves, and also from those conferred upon railroads or- ganized under the general law. One evident purpose of the Constitution is to secure uniformity of powers of corpora- tions, and it would seem to be obnoxious to its spirit to per- mit the Legislature by Acts of this kind to keep alive and perpetuate such variety and dissimilarity of'powers in char- ters of incorporation, the existence of which, before 1870, led to the adoption by the convention of the section (Art. XI. § 8) on corporations. Compare what is said of the efifect of legislative recognition of corporations not legally organ- ized, in the case of State v. Butler, 86 Tenn., pp.- 629-30; 8 S. W. Rep., 586. 130. Debenture bonds. As to income debenture mortgage bonds, see Acts 1873, eh- 31 !• Sees. 308-20.] NOTES OF DECISIONS. 8, ^5 3-5. That Act is, it seems, still in force (88 Tenn., 138), but is omitted from this manual as being practically super- seded by the provisions of the Act of 1881. Sec. 308. Connecting tracks. 131. Section 308 consteued. This section, taken in connection with the remainder of the Act of 1852, of which it forms a part, was intended to ei^able the various roads to form a homogenous system by uniting their tracks in this way for the purpose of transfer- ring loaded cars from one to the other (L. & N. E. R. Co. r. State, 9 Baxt., 522) ; and in constructing such connecting links the companies may exercise the right of eminent domain con- ferred by their charters. L. & N. R. R. Co. v. Quinn,14: Lea, 65. Sees. 310-20. Liens of contractors and others. 132. Liberally construed. Such statutes are construed liberally in favor of the claim- ant. Barr v. Graves, 4 Heisk., 554. And as to the subject matter to which their liens attach. Steger v. Arctic Refrigera- tor Co., 89 Tenn., 453 ; 14 S. W. Rep., 1087. 133. Material man. Intent op furnisher. M; & V.,H 2739-40 provides for "a lien on any lot of ground or tract of land upon which a house has been built * * * or fixtures, or machinery furnished or erected, or improve- ments made, by special contract with the owner or his agent, in favor of the mechanic or undertaker * * * who does the work * * or furnishes the materials * * » or puts thereon any materials." * * * This is extended (1889, ch. 87) so as to provide that every journeyman or other person employed by such contractor to work or to furnish material, &c., shall have his lien for his work or material. Held; that no lien exists under the amendment in favor of one -who fufnished materiSls to the contractor without any knowledge as to what use the latter intended to make of the materials furnished. ' Mills r. Terry Mfg. Co., 91 Tenn. — ; 19 S. W. Rep., 328. Compare, also, Bedford Slonc Co. r. Hoard of Publication, 91 Tenn. — ; 18 8. W. Rep., 4(,(i. 312 NOTES OF DECISIONS. [Secs. 310-20. 134. Material not used. The lien for material, furnished under contract, exists whether the material was used or not. Daniel v. Weaver, & Lea, 392. 135. Sub-contbactoe's lien. Act constitutional. The fact that a lien is provided by law for persons with whom the owner is supposed to have no direct contractual relation does not invalidate the act ; for the owner must be held to have a knowledge of the existing law on the subjects and to have contracted with reference thereto. Nor is it invalidated by the fact that the owner may be compelled to pay twice for the work, for the law does not contemplate such double payment, but provides the means whereby it may be avoided. Cole Mfg. Co. o. Falls,. 90 Tenn., 468 ; 16 8. W. Eep., 1045. 136. Same.' This is not class legislation. Ibid. 137. Same. Amount of. As to the possibility of the sub-contractors' liens aggregat- ing more than the original contract, see above case. 138. Purpose of § 317. Remedy. This provision is intended for the benefit of both the owner and the sub-contractor, pointing out as it does a method by which the owner may protect himself against double pay- ment. It is, however, but the declaration of a legal right already existing, with, added thereto, a remedy by mo'tionj The act is not invalidated by the fact that this is not the usual remedy. CoU Mfg. Co. v. Falls, 90 Tenn., 468 ; 16 S.' W. Rep., 1045. 139. Furnisher to sub-contractor. The strong tendency of judicial opinion is against extend- ing such liens to the creditors of sub-contractors. One who furnishes materials to a sub-contractor is not within the provisions of the act. Bedford Stone Co., v. Board of Publi-. cation, 91 Tenn., — ; 18 8. W. Eep., 406. See also Note 133. 313 Sees. 321-45.] NOTES OF DECISIONS. Sees. 321-45. Eminent domain. 140. Owner under disabilities. The existence of disabilities in the owner imposes no re- strictions upon the power to talie. E. T., T'. & O. K. R. ('0. v. Love, 3 Head, 63. 141. What constitutes taking. A street railway company can acquire no right by contract with the city to obstruct, for purposes of construction, the right of ingress and egress appurtenant to the abutting lots, even though the owners thereof have no fee in the streets. And after the road has been lawfully constructed in the streets, the company is liable in damages to abutting owners for the unlawful or excessive use of the. street. Smith v. Street Railway Co.,87.Tenn.,e26; 11 S.W.Eep.,TO9;-.. 142. Same. The construction of a street railway upon the city's estab- lished street grade, under a lawful contract with the city> and in a lawful manner, exonerates the company from lia- bility, as to grade, to abutting owners. Ibid. 143. Same. A street railway for passenger traflic, operated by horse- power, is not an additional burden upon the fee in the street, but is an improved use, strictly within the original purpose of its appropriation ; and when the city has granted the right to use the street for such purpose, it is not necessary to ob- tain also the consent of abutting owners who do not own the fee. Ibid. 144. Same. The construction on the highway of a steam dummy rail- road used for carrying passengers only, is a burden or servi- tude not contemplated in the original dedication, and the abutting proprietor who owns the fee may recover compen- sation therefor. Street It. it. Co. r. Duyle, 88 Tenn., 747 ; 13 S. W, Rep., 930. 145. Same. Where the means of ingress and egress to a private street, 314 .\OTES OP DECISIONS. [Secs. 321-45. laid off and dedicated tn the public use, is des.troyed by the building of approaches to a coiinty bridge,, it is a talking of private property for public use. Fi-atcr v. Hamilton County, 81 Tenn. ; 19 S. W. Bep., 233. 146. Same. The erection of a bridge by a county is not a taking of a former franchise to a corporation with a ferry near by, so as to entitle it to damages. Hyde's Ferry Tp. Co. v. Daoidson County, 91 Tenn., — ; 18 S. W. Rep., 626. 147. Strict construction in condemnation pro- ceedings. The statute must be strictly followed. Whitr v. .V. d- N. W. £. R. Co., 7 Heisk., 540. : 148. Purpose of taking. As to the purposes for which land may be taken by a rail- road company, see N- & C. R. R. o. Cotrardin, 11 Hump., 348. 149. Compensation, how estimated. The just compensation required by the constitution is the fair cash market value of the land taken at the time of the taking, estimated as if the owner were willing to sell, and the corporation desired to buy that particular quantity, at that particular place, and in that form, together with such inci- dental damages as result naturally and proximately to other lands of the same owner at the date and by reason of the taking, with interest from the date of the actual appropria- tion of the land. AUouiuy V. City of XiuhvUli', 88 Tenn, 510; 13 8. W. Rep., 123. As to interest, see also E. T., V. ii- G. It. K. Co. r. Burnett, 11 Lea, 525. 150. Same. The inquiry as to fair market value must be restricted to the general valiie of the land estimated upon consideration in a single view of its elements of value. Estimates based upon particular qualities or capabilities of the land to the exclusion of all other elements of value are inadmissible. Such elements of value must not be priced separately, but 315 Sees. 321-45.] notks of decisions. the land, with all its qualities and capabilities, must be taken and valued as one whole. Ibid. 151. Same. Possible future injuries from accumulated surface water, caused by the erection of railway embankments, was not a part of incidental loss and damage estimated in fixing com- pensation for right of way, said damage not being one authorized by the law, but is rather the result of careless- ness, negligence, or willful trespass, and may properly be the subject of a subsequent action. Carnger v. E. T., V. it- G. V. R. Co., 7 Lea, 388. 152. Same. The damages are not to be assessed as against a trespass- er. Railroad v. McDonald, 12 Heisk., 56. 153. Same. Depreciation in value of remaining land, caused by the reasonable apprehension of danger excited by the erection of a reservoir upon the part taken, on account of its liability to inherent defects and unavoidable accidents, notwithstanding its skillful construction and careful operation, is properly considered as incidental damage ; but damages resulting to the remaining lands from wrongful or negligent use by the taker are not incidental damages nor recoverable as such ; nor is depreciation in value resulting from apprehensions of danger from anticipated negMgence in construction or operation of the reservoir. AUoway v. City of Nashville, 8& Tenn., 510 ; 13 S. W. Rep., 128. 154. Same. Incidental damages resulting to the land owner from the taking of a portion of his land for the public use, must be estimated upon the assumption that the part taken will be applied, within a reasonable time and in a proper manner, to the use for which it was condemned, and that due care and ? roper skill will be exercised in the manner of the use. bid. 155. Same. Curtailment of the profits of a turnpike company cannot be 316 NOTES OF DECISIONS. [SeCS. 321-45. considered, in determining the damages occasioned by taking part of its property in erection of a free bridge in the vicinity. Hyde's Ferry Tp. Co. c. Davidson Cotintt/, 91 Tenn. ; 18 S. W. Rep., 626. 156. Practice. Open and close. The burden of proof being on the party seeking the con- demnation, to show the necessity therefor, he has the open and close, even where the right to condemn is conceded, and the measure thereof is the only issue. Alloway v. City of Xmhrille, 88 Tenn., 510 ; 13 S. W. Rep., 123. 157. Remedies under § 343 not exclusive. The remedy provided by this section is not exclusive, and when it appears to be inadequate, owing to the insolvency of the company or otherwise, the land owner is not bound to exhaust that remedy before resorting to a court of equity for an injunction or other equitable remedy. Parker v. E. T.,V. d- G. R. R. Co., 13 Lea, 669. 158. Meaning of " sue in ordinary way." The provision that the land owner may sue for damages in the ordinary way means that an action of, trespass or case will lie to recover the value of the land and the damages. Duck River R. R. Co. v. Cochran, 3 Lea, 480. 159. Title acquired is to easement only. The title acquired by the corporation is a mere easement, and the continued use and enjoyment by the owner of the fee of so much of the right of way as is not in actual use by the railroad, is a use and occupancy subject to said easement, and not adverse thereto ; and it will not defeat the right of the corporation at any time to occupy so much of the boun- dary originally condemned as may become necessary for their purposes, without additional compensation. E. T., V.& G. R. R. Co. V. Telford, 89 Tenn., 293 ; 14 S. W. Rep., 776. 160. Amount appropriated. Presumption. Entry upon the land and construction of the road without formal condemnation will be regarded as an appropriation of so much of the land as the law allows. Duck River R. R. Co. V. Cochran, 3 Lea, 478. 317 Sees. 343-93.] NOTES OF DKCISIOI^S. 161. Claim foh compensation does not kux with LAND. ■' •Compensation can be recovered only by the owner of the land at the time of the taking, or by his assignee of the claim. A conveyance of the land does not carry with it the right of action to the grantee unless it is expressly so stated in the deed. Smith v. Railway Co., 88 Tenn., 611; 13 8. W. Rep., 128. 162. Trespass to cut trees, when. A grant of right ,of way to a telephone company overa street gives it no right to enter private property and cut away the limbs of trees in order to more conveniently stretch its wires- Memphis Bell Tel. Co. v. Hunt, 16 Lea, 456 ; 1 S. W. Rep., 159. Sees. 354-93. Public subscriptions to corpora- tions. 163. Submission of question by county court not judicial act. The duties performed by the County Court in submitting the question are ministerial, and the provision that it shall be determined at a quarterly term is merely directory, and is intended the better to secure the presence of the justices. The essential thing is the assent of a majority of the justices of the county. L. & N. R. R. Co. v. State, 8 Heisk., 783. 164. Irregular election notice. Estoppel. It is too late, after paying the interest on bonds for fifteen years to innocent purchasers, to set up an irregularity in the election notice as a defense to the bonds. Xelson v. Hay- wood County, 87 Tenn., 782 ; 11 S. W. Rep., 885. 165. Election, manner of holding. It is provided in chapters 6 and 7, Acts of 1891, that " elec- tions for the issuance of improvement bonds in counties and cities shall hereafter be held under and pursuant to the reg- ulations, provisions and requirements " of chapters 24 and 25 of the Acts of 1890, Extra Session, in such counties and cities as are within the terms of those Acts. As to the form of ballots compare U 361 and 383 with Acts 1890, Ex. Sess., ch. 24, §5. 318 NOTES OF DECISIONS. [SecSi 354-94. Rights op tax payers. Any tax payer of a county has such an interest in the con- tract of subscription as entitles him to file a bill to have the subscription declared void, to restrain the issuance of bonds, and the assessment and collection of taxes. And he need not wait- for steps to be taken by the company or otherwise. Winston v. Tenn. d: Pacific R. R. Co:, 1 Bax., 82. 167. Subscription. How made. No actual manual subscription on the books of the company is essential. A resolution by the County Court to subscribe, ttrid a present acceptance by the company of such subscrip- tion, is binding and complete, although it was ordered that the Chairman should subscribe on the books of the company. Nelson v. Haywood County, 87 Tenn., 782 ; 11 S. W. Eep., 885. 168. Defective organization op municipal corpo- ration. Effect op on subscription. Where, through failure to observe certain necessary form- alities, the organization of a municipal corporation under a general law was void, bonds issued by said town to pay for stpck in a railroad are void, though the town had been acting as a corporation for years under such organization, and the bonds were issued through its proper officers and under its • seal. Ruohs v. Athena, 91 Tenn., ; 18 S. W. Eep., 400. 169. Conditional subscription. Estoppel. If a county, in its contract for issuing the bonds, imposes upon the railroad conditions other than those fixed by the Legislature, to be complied With before the bonds are to be delivered, it cannot assert, as against an innocent purchaser of the bonds, that its officers issued the bonds without the conditions being complied with. Nelson o. Haywood County, Tenn., 782; US. W. Rep., 885. Sees. 394-435. Regulation of insurance busi- ness. 170. "Cash assets" not cash capital. The requirement that a foreign fire insurance company, before engaging in business, shall be possessed of $200,000 319 Sees. 394-454.] NOTES OF DECISIONS. paid up cash capital, etc, is not sufficiently met by showing that such company, being a " mutual," had the required amount in cash assess,' with $100,000 invested in United States bonds. Cash assets are not the equivalent of cash capital. Insurance Company v. House, 89 Tenn., 438 ; 14 S. W. Rep., 927. 171. Plate glass and live stock insurance. The title of this Act (1891, ch. 47) is "An Act to compile the several Acts heretofore passed, regulating the business of fire and all other, except life, plate glass and live stock insu- rance, into one Act, and amend the same, and to repeal all laws in conflict with this Act." The business of life insur- ance is regulated by ^§ 394r-412, and that of live stock by ch. 176, Acts of 1889. The latter is unimportant, and is omitted from this work, there being no company of that character doing business in this State. See § 56. The busi- ness of plate glass insurance, heretofore regulated by the same laws that governed fire insurance companies, is excepted from the provisions of this Act of 1891, and would seem to be still regulated by ch. 109, Acts of 1875 (see M. and V., 2560- 2584) as amended by ch. 8, Acts of 1889. The latter amendment reduces the amount of required capital for plate glass com- panies from $200,000 to $100,000. Sec. 454. Taxation and exemptions. 172. Exemptions. Statutes gkanting, stkictly con- strued. Exemptions from taxation are contrary to public policy, and can be allowed only when granted in clear and unmis- takable language. All doubts are resolved in favor of the State. Wilson v. Gaines, 8 Bax ,551. 173. Same. Legislative power strictly limited. The power of the Legislature to exempt property from tax- ation is strictly limited by the provisions of § 454. Chatta- nooga V. Railroad Co., 7 Lea, 576. 174. Exemption by county court. A county court has no constitutional power to agree to re- lease a railroad company from county taxation for a term of years, as an inducement to the building of the road. Nash- 320 NOTES OF DECISIONS. [Secs. 454-80. ville d- K. R. R. Co. , . Wilson Co., 89 Tenn., 597 ; lo S. W liep.; 446. 175. Exemption op educational- institutions, lib- erally CONSTRUED. statutes exempting property from taxation when " held and used for purposes purely religious, charitable, scientific, literary or educational," are less strictly construed than like statutes exempting property held and used for private gain. State V. Fish University, 87 Tenn., 233 ; 10 S. W. Eep., 284. 176. Same, of same. Where an immunity from taxation on certain lands was granted to a university " so long a« the land belongs to the corporation," a lease of it for a long term, with right in the lessee to renew, and reserving an annual rental to the uni- versity, which is expended exclusively for its purposes, does not operate to forfeit the exemption. University of the South V. Skidmore, 87 Tenn., 155 ; 9 B. W. Kep., 892. 177. Situs op shares. The Legislature has the power by statute to fix the. situs of shares of stock for purposes of taxation at the place where the corporation is located, even as against non-resident stock- holders. Street R. R. Co. v. Morrow, 87 Tenn., 406; 11 S. W. Rep., 348. 178. Property destroyed after assessment. It is no objection to the assessment of property as of a given date that the property has been since destroyed or ceased to exist. Shelhy Co. v. R. R. Co., 16 Lea, 401 ; 1 S. W. Rep., 23. 179. Right of way is realty. The right of way acquired by a street railroad company over the streets of a city is an easement in realty, and^ is assessable as realty. Street R. R. Co. o. Morrow, 87 Tenn., 406 ; 11 S. W. Rep., 438. 180. Same. A more excellent way. The proper method is to assess a street railroad as a whole, w 321 Sees. 454-80.] NOTES OF DECISIONS. including as elements jts right of way; its franchises, iron rails, ties, spikes, etc. ; but an assessment of its right of way and franchise as a separate item from the rest of the property is valid. Ibid. 181. Franchises; how assessed. Franchises of corporations are taxable property, and should be assessed, not separately, but with its tangible property. Ibid. 182. DODBLE TAXATION. A statute which requires corporations to pay tax upon the value of their property, and stockholders to pay upon the value of their shares, does not impose double taxation, nor violate the constitutional provision that all property must be taxed according to value. Ibid. 183. Judgment against stockholders. In a suit against the corporation for taxes, to wrhich the stockholders are not parties, no judgment can be had against the latter. State v. Butler, 86 Tenn., 614 ; 8 S. W. Eep., 586. 184. Capital stock of bank not assessable. An assessment upon the capital stock of a bank is void. The assessment must be against the stockholders. Ibid. 185. Discovery of list of stockholders. A bill will lie against a corporation and its oificers to com- pel the discovery of a list of its stockholders, under this sec- tion, ft is immaterial that a speedier and just as appropri- ate a remedy could be had by proceeding directly against the corporation to recover tlie amount of taxes due from the stockholders. State v. Home Insurance Co., 91 Tenn., 558 ; 19 S. W. Rep., 1042. 186. Retention of taxes out of dividends. A statute is valid which requires a corporation to retain and pay out of dividends due its stockholders the tax assessed against them upon their shares. Such is the meaning of §^ 8-12, ch. 2, 1887. Street li. R. Co. v. borrow, 87 Tenn., 406 ; 11 S. W. Rep., 348. 322 notes of decisions. [secs. 454-80. 187. Bonds issued as bonus. Bonds issued by an organized and going corporation to its stockholders, upon a merely colorable consideration, as a " bond dividend," and assessed as bonds for taxation, are to be treated, in determining the validity of the assessment, as bonds and not as stock. Ibid. 188. Situs of corporate bonds. Bonds of a corporation are taxable, and in the absence of a special provision to the contrary have their situs for pur- poses of taxation at the place of the bondholder's residence. Non-resident bondholders are not taxable in this State upon bonds of our domestic corporations held by them, and the assessment act of 1887 in so far as it, attempts to make them so is invalid. Street R. R. Co. v. Morrow, 87 Tenn.,406; 11 S. W. Rep., 348. 189. Memorandum to § 465. In the original Act of 1889, in the place now occupied by the proviso of 1890, were the following words : " The shares of stock in any such corporation shall not be assessed for taxation." The evident purpose of the amendment was to extend the operation of the proviso beyond " any such " to " all " corporate shares except those of financial and cemetery corporations, which are assessable under § 6 of the original Act, or as amended, under § 456 herein. Special attention is called to this amendment for the reason that it was entirely overlooked by the compiler of the " Synopsis of the Assess- ment Law, 1891," printed on the backs of the blanks given out to tax-payers in 1892. 190. Exemption is not a "privilege." Exemption^ifrom't'taxation is an " immunity, " and not a right or privilege. The later and better opinion is that unless other provisions remove all doubt of the iptention of the Legislature to include the immunity in the term " privileges," it will not be'So feoiis'trueii. Picard v. E. T., V. dcO.R.'R.Co., 130 U. S., 642. State v. Phmnix F. & M. Ins. Co., 91 Tenn., 586 ; 19 8. W. Rep., 1044. See also 9 Bax., 550, *<=■" 323 Sees. 454-80.] NOTES OF decisi6ns. 191. Immunity not transferable to different business. The Legislature has no power under the constitution to pre- serve existing immunity from taxation belonging to an old Corporation, in its change from one business to another fundamentally different ; and when an insurance company, which by its charter is exempt from taxation over and above a certain limit, and which by its charter has power to receive money in trust, abandons its insurance business for that of banking, it forfeits its immunity ; and § 117 and § 128, in so far as they undertake to transfer such immunity, are uncon- stitutional. State V. Memphis City Bank,91Tenn.,b7i; 19S. W. Rep., 1045. 192. Particular words of immunity construed. A provision in a special charter that " the payment of an annual tax of lyi per cent, on each share of stock subscribed shall be in lieu of all other taxes" protects both the capital stock and the shares in the hands of stockholders from fur- ther taxation. State v.Union Bank, 91 Tenn., 546 ; 19 S. W. Rep., 758, following 96 U. S., 679, and 104 U. S., 493. 193. Same. A provision in a special charter that "there shall be levied a state tax of )4 of one per cent, upon the amount of capital stock actually paid in, * * * which shall be in lieu of all other taxes and assessments," does not operate to exempt the shares in the hands of the stockholders. State v. Memphis City Bank, 91 Tenn., 574 ; 19 S.W. Rep., 1045. State v. Home Ins. Co., 91 Tenn., 558 ; 19 S. W. Rep., 1042. 194. Double taxation. Capital stock and shares of stock are distinct subjects of taxation. The assessment or exemption of the one is not the assessment or exemption of the other. State v. Memphis City Bank, 91 Tenn., ; 574 S. W. Rep., 1046. Sec. 481. Omissions and re-assessments. 195. Notice. Notice to the corporation to appear for assessment df 324 NOTES OF DECISIONS. [SecS. 481^501 . ^}lS;?es of. stock to : their, stockholders Is notice to, the sto(^k- holders.' Street R. R. Co..v. Morrow, 87 Te.nn., 4Q6; 11 S. W. P>ep.,.348. ' , ^ , ■ Sees. 490-493. Privilege taxes. 196. NON-EESIDENT. In so far ds this section exacts a fee frojm a non-resident drummer of a non-resident manufacturer, who .sells by sarn- ple goods not within the state at the time of the sale, it is an interference with interstate commerce, and inoperative. Hurford v. State, 91 Tenn., 669 ; 20 S. W. Rep!, 201. 197. Insurance agents. The privilege tax upon agents of foreign insurance com- panies is not a tax upon such companies, but upon the agents, and is unaflFected by the provision of the revenue act for.a tax of two and one-half per centum on gross premiums. City of Memphis v. Carrington, 91 Tenn., 54 ; 19 8. W. Rep., 673. 198. Fair Associations and their tenants. Chapter 121, Public Acts of 1869-70, is as follows: "All state and county fairs, chartered by Act of Assembly, by whatever name incorporated, having for their purpose the promotion of agricultural and mechanical arts, the improve- ment of the races of domestic animals, and the dissemination of useful knowledge on those and kindred subjects, shall have the privilege of letting the stalls and booths of the fair buildings, during the period of the annual exhibition of the fair, for business not inconsistent with the laws of the state ; and every such association, and its said tenants, during the stated days of its annual or periodical exhibition, shall be exempt from the payment of licenses on privileges taxable by any of the laws of this state. To entitle himself to the bene- fit of this Act, no tenant, as aforesaid, shall sublet his stall or booth without the written consent of the president or directors of the association, who shall be, in every instance, responsible for the abuse of the privileges hereby conferred!" Sees. 497-501. Service of Process. 199. Foreign corporations. Service on president. Service on the president of a foreign corporation in the 325 Sees. 497-501 ,] NOTES OF DECISIONS. county in which he resides, and in which the corporation transacts business either by comity or under the terms of its charter, is service on the company, fyters v. Neely, 16 Lea, 275. 200. Defunct corporation. Service on stock- holders. Service of process upon the stockholders of a corporation which has ceased to have any active existence is not service upon the corporation. The officers last elected are still offi- cers of the corporation, and service must be had upon them. Bache v. Nashville Ilort. Soc, 10 Lea, 436. 201. Same. Service on tr.^veling agen'jB. Service of process upon a traveling agent of a foreign cor- poration, who has no office or place of business in the county where served, is void. Railroad, Co. ti. Walker, 9 Leia, 475. 202. Steamboat company. When the defendant corporation is engaged in running and operating steamboats, an action growing out of the busi- ness of running the boat may be brought in any county in which it lands, and process may be served on any captain or clerk of any boat of the company. See 1881, ch. 66, M. & V., 3540-41. 203. Foreign corporation with chief office, etc., here. Service of process upon the president of a corporation was sufficient to make it a party, whether it was a domestic or a foreign corporation. If, beingthe latter, it has any groupd for contesting the jurisdiction of the court because of the nature of the transaction, it should make the defense /by proper pleading. The general rule is that the jurisdiction over a foreign corporation by service on a resident agent is limited to cases upon transactions occurring in the state. But this limitation Can hardly apply when the corporation is.au- thorized by its charter to do business in another state, where its principal officers and nearly all its stockholders reside, and where it holds its directors' and stockholders' meetings, 326 NOTES OF DECISIONS. [Secs. 497-501 . thereby virtually consenting to the jurisdiction of the courts of that state for all purposes. Peters v. Neely, 16 Lea, 275. 204. Charteeed in two states. A corporation chartered in another stafe and also char- tered in this state is a resident of this state. Mobile & O.R.R. Co. V. BamUll, 91 Tenn., 395 ; 19 S. W. Kep., 21. 205. Same. In case of a railroad corporation chartered by two or more states, the corporation may be garnished in each state for wages due to its employes. Ibid. Holland v. R. R Co., 16 Lea, 414. 206. The word "officer." The word " office," occurring in the first line of section 500 was misprinted " officer" in Thompson & Steger, and the Supreme Court has taken the pains to construe it as "evi- dently meaning office" in three different opinions, citing it once (5 Lea 604) as an evidence that the Act " was very inartifl- cially drawn." The misprint is carried forward into Milliken & Vertrees, with citations from the decisions to show that the Legislature meant to say "office," when, behold, in the Acts of 1859-60, ch. 89, whence it is taken, it is plainly printed "office,"' as in the text here. 207. Not limited to counties where right of ac- tion AROSE. This is from an Act " to amend sections 2831-2-3-4 of the Code," and the effect is that the suit may be allowed in all cases growing out of or connected with its business, which is equivalent to saying " in all cases. " In other words, it gives parties the right to sue in any county where is an office, agency, or resident director of the company ; and such right is not limited to actions growing out of or connected with the agency of the particular county, nor to injuries recpivei therein. Toppins v. Railroad Co., 5 Lea, 600. 208. Secs. 497-500 apply to both foreign and domestic. The provisions of §§ 497-500 apply to foreign as well as to 327 Sees. 502-31.] notes of decisions. domestic corporations. Railroad Co. r. Walker, 9 Lea, 481. Telfiphone Co. ,^. Turner, 88 Tenn., 2t>5; 12 S. W. Rep., 544. Peters v. Neely, 16 Lea, 280. See § 181, and note 118. 209. Service «n station agent. Service upon a station agent in tiie employ of the receiver of a railroad is good, where it appears that such agent had originally been employed by the company, and had continued in the same service under the receivership. Simpson v. B, E. Co., 89 Tenn., 304; 15. S. W. Eep., 735. Sees. 502-31. Suits and proceedings against, and dissolutions of, corporations. 210. Incorporation for illegal purpose. Part- nership. Where several persons confederated together and had themselves incorporated, ostensibly for the purpose of engag- ing in a business authorized by law, but really with the pur- pose and intent of gambling and wagering on the rise and fall of the prices of grain and other products, the act of in- corporation is a mere cloak to cover the illegal transac- tions contemplated by the parties ; the socalled incorporators are mere partners, and as such are liable individually for all sums illegally received by them or their agents. McGrew r. City Produce Exchange, 85 Tenn., 592; 4 S. W. Rep., 38. 211. Limitation of time. Courts cannot extend. A charter of a turnpike company provided that the com- pany should build certain bridges and a certain levee within eighteen months. A year later the franchise was extended over three other roads and a further extension of two years was given in which to do the work. Held, that a failure to complete the works within the time last extended operated as a forfeiture of the charter, and the courts have no authority to give further time for the completion of the work. State v. Nonconnah Tp. Co., 17 S. VV. Rep., 128. 212. Effect of amendment. The amendment of the above charter extending the fran- 328 NOTES OF DECISIONS. [Secs. 502-31 . eWse over three other roads did not operate to create a new charter, but to bring the added roads into the existing cor- poration with one and the same franchise over all ; and to abandon one or more of them is to subject the charter to forfeiture as a whole. Ibid. 213. Same. A provision in the charter authorizing a justice of the peace, upon complaint and proof of non-repair, to order the gates to be kept open and no toll to be collected until the road is repaired, whereupon he may give judgment that tolls may be collected, does not authorize the circuit court, in a direct proceeding by the State for forfeiture of the charter for fail- ure to finish the road within the time fixed by the charter, to extend the time for finishing beyond the time so fixed. Ibid. 214. Action by ceeditoes. Parties. Where certain creditors sued for their own benefit only, and not in behalf of all, as required by the act, the defect was cured by a provision for pro rata distribution in the de- cree. Moss V. Karpeth Academy, 7 Heisk., 283. 215. Section 503 applicable to what corpora- tions. Section 503 relates only to corporations for public or char- itable purposes, and its provisions do not authorize a pro- ceeding to compel the performance of duties by the directors of a corporation for private gain. State v. Elliston, 4 Bax., 99. 216. Jurisdiction of chancery court. Courts of Chancery in this State have jurisdiction to wind up the business of a foreign corporation so far as to adminis- ter all its assets within the jurisdiction of said courts and distribute the same among domestic creditors, where the corporation has become insolvent or ceased to use its fran- chises. For this purpose one chancery court may enjoin the • prosecution of separate suits in other chancery courts, and draw all the litigation into the one case, so that it may be 329 Sees. 502-31^] notes of decisions. conducted as an insolvency proceeding. Smith v. St. Louis, &c., Ins. Co., 6 Lea, 564. Leipold & Maroney, 7 Lea, 128. 217. Same. Independent of this statute, the remedy in equity to ad- minister the assets of a dissolved corporation is ample and clear. Railroad v. Kyle, 9 Lea, 696 ; State and Watson i). Bank of Tenn., 5 Bax., 101. 218. Jurisdiction at law. The common law rule that no action can be maintained at law by or against a corporation after it .has ceased to exist, except upon express legislative authority, has never been changed in this State. Ihid. 219. Dissolution by sale of property and fran- chises. The sale of a railroad, with all its fixtures, rolling-stock, &c., together with the franchises of the company, to satisfy a lien, where the company itself is not the purchaser, operates to dissolve the corporation. Rogersville, &c., R. R. Co. 0. Kyle, 9 Lea, 691. 220. Assignment of franchise. The franchise to build or own and manage a railroad and take tolls thereon is not necessarily a corporate right, per- taining to corporations only, and may be assigned ; but the franchise to form or be a corporation and act in a corporate capacity is purely legislative in its origin, and is not the subject of sale or transfer, except by some positive provision of statute law pointing out the mode of transfer. Hagan dc Buffet V. Aikin, 9 Lea, 609. 221. Same. A corporation is not dissolved, nor i1 s franchises forfeited, by its insolvency and assignment for the benefit of creditors, where there has been no direct proceeding to have the char.r ter declared forfeited, and no surrender thereof t)y act of the stockholders. State r. Butler, 86 Tenn., 614 ; 8 S. W. Rep., 589- 330 NOTES OF DECISIONS. [Secs. 502-3 1.. 222. NoN-usEK. The mere non-user of its franchises, or failure to elect offl- ^ cers, will not work a dissolution in the absence of a direct proceeding by the State for that purpose. Bache v. Nashville Sort. Soc, 10 Lea, 436. E. Term. Iron Co. v. GasJcell, 2 Lea, 748- 223. Assets a trust fund. The assets of an insolvent corporation are trust funds for the creditors, and a conveyance thereof to a creditor, who was also the sole stockholder, and by reason thereof, under the charter, personally liable for its debts, is void. Swepson V. Exchange Bank, 9 Lea, 714. 224. Same. When that character attaches. The assets of an insolvent corporation do not become a trust fund for creditors immediately upon the corporation becoming insolvent. There must be some positive act of insolvency, such as the filing of a bill to administer the assets^ the making a general assignment, or a permanent cessation to do business, to work the result suggested. If the corpora- tion continue to transact business in the honest hope of work- ing through its difficulties, the rights of innocent third par- ties will not be prejudiced. Comfort v.McTeer,7'Lea.,652. 225. Priorities. Ultra vires. As between debts created in the exercise of lawful powers and those under contracts which the company had no right under its charter to make, the former are entitled to priori- ty.. Bank of Chattanooga v. Bank of Memphis, 9 Heisk., 416. 226. Impounding tolls. Sale under execution. Chancery may impound the tolls of a turnpike company by the appointment of a receiver, and may sell the entire prop- erty and franchises, which constitute a trust fund, for the benefit of creditors ; but the franchise cannot be sold under execution, nor the roadbed and right of way, the cprporation having no estate in the land over which the road runs. Baxter v. Nashville, &c., Tp. Co., 10 Lea, 488. , ' 331 Sees. 502-31.] NOTES OF DECISIONS. 227. Inspection of books. The stockholders have a right to inspect the books of the corporation at any reasonable time. Deaderick v. Wilson, 8 Baxt.; 108. 228. Attachment liens. Where a corporation, though heavily in debt, continues doing business, creditors who have attached its property on the ground of its non-residency are not deprived of their rights under the attachments by a subsequent assignment for the benefit of creditors. Nat. Sank of Tullahoma v. North Ala. L.&M. Co., 91 Tenn., 12 ; 18 S. W. Eep., 400. 229. Same. Wrong parties. An attachment in an action to which the stockholders are made defendants, but the corporation is not, and levied up- on corporate property, creates no lien. Lillard v. Porter, 2 Head, 178. 230. Demand on president not sufficient, when. Before suit can be maintained by a stockholder or credit- or, he must, if the corporation is going and not disabled to sue, demand of the directors, and not of the president, that suit be brought. If the corporation is in the hands of an as- signee, demand must be made of the latter, Wallace v. The Lincoln Savings Bank, 89 Tenn., 660 ; 15 S. W. Rep., 448. 231. Enforcement of liability op stockholder of foreign corporation. Where the charter of a foreign corporation creates a per- sonal liability upon the stockholders for corporate debts, its enforcement against a resident stockholder of a foreign cor- poration is a matter of comity, and if the liability is in the nature of a contract, and is not opposed to the legislation or public policy of this State, the courts will enforce it ; but if the liability is penal in its nature our courts will not enforce it. Where a liability is made dependent upon the contin- gency of third person failing to make a certificate or report, it is highly penal and will not be enforced here. Woods v. Wicks, 7 Lea, 40. 332 NOTES OP DECISIONS. [Secs. 502-31 . 210a. Forfeiture by neglect. Bad motive not ESSENTIAL. All the duties or requirements enjoined by an act of incor- poration are conditions attached to the grant of the fran-' chises conferred, and, whether they are conditions precedent or subseijuent to the corporate existence, must be substan- tially performed, or the corporation will subject its charter to forfeiture ; and to work a forfeiture it is not necessary that the neglect or refusal to perform the duties enjoined should proceed from a bad or corrupt motive. Negligent or designed omission is enough. Woods v. Wicks, 7 Lea, 40. 232. In what name suit, brought. ' As a general rule suit for injuries to corporate property should be brought in the corporate name. But if the direct- ors refuse to prosecute, or if they are to be made defendants, the stockholders injured may sue, in equity, in their own name, making the corporation a party defendant. Deaderick V. Wilson, 8 Baxt., 108. 233. Same. Where a corporation made a contract for the benefit of its stockholders, securing certain rights to them, the beneficia- ries may enforce it by suit in their own names. Bedford County V. N. & C. R. R., 14 Lea, 525. , ADDENDA. The following cases were decided after the notes on turnpikes had bien printed : 234. County turnpikes. Eminent domain. Chapter 167, Acts of 1883, authorizes county courts to con- struct, repair, or buy turnpike roads. It provides for the collection, through taxation, of a fund to pay for such roads, or work, and for the appointment and compensation of com- missioners to superintend them. Held, that under said Act counties are " corporatiohs authorized by law to construct 333 Sees. 502-31.] NOTES Of DECISIONS. turnpikes," within the meaning of § 321. Knox Co. v. Kennedy, 92 Tenn., ; 20, S. W. Rep., 311. 235. Same. Section 321, being a general and continuing law, includes ■corporations which at the time of its enactment possessed, or at any time thereafter had conferred upon them, the power to construct works of the kinds named. Ibid. REFERENCES TO gi TENNESSEE. The above volume comes to hand just as this last form is given to the printer, and I am thus enabled to supply the paging of such citations to that volume as occur previous to page 321. The figures in paren- theses refer to notes in which citations occur, while those in the column to the right indicate the pages in 91 Tennessee : Anderson v. Bailroad Co. (Notes- 9, 10, 27, 31, 32) 44 Bedford Stone Go. v. B'd of Publication (Notes 133, 139) . . 200 Hydes Ferry Tp. Co. v. Davidson Co. (Notes 146, 155) 291 Mills V. Terry Mfg. Co. (Note 133) 469 Ruohs V. Athens (Note 168) 20 Smith V, Bailroad Co. (Note 41) 221 State, use of Memphis, v. Memphis City Bank (Notes 113, 114, 127) 574 Vaughn v. Herndon (Note 18) 64 The case of ffrater v. Hamilton Co., cited in Note 145, does not appear in the official volume, and the reference to "91 Tenn." should be canceled. The very important case of Rogers v. Hargo, cited in Note 67o, will probably appear in 92 Tenn., as it is not in 91 Tenn, It was decided November 3, 1892, at Knoxville. 334 INDEX. Figures refer to Sections; those in italics refer to the Notes. Ackn'owledgment of Application : for charter 8, 18 for amendment 25 before whom made 8 Actions and Proceedings against Cokporations : by creditors , 171, 172, 524, 527 notes SI4 by stockholders 524 notes 109 by State, groundsof 502-3 notes SIO-IS where brought 504 proceedings in, generally 502-23 corporate name, to be sued by 5 (2), 13 (1) notes 7, ^3^-33 where brought 497-501, 504 service of process, on oflScers and agents . . 183-5, 497-501 on Secretary of State 406 on Insurance Commissioner 416 on State Treasurer 443-4 notes 199-W8 attachment 185,510, 524,527 notes 2^8 Agents : power to appoint 6 (2), 13 (4) service of process on 183-5, 497-500 notes 199-S08 insurance {see Insurance). building and loan (see Building and Loan Associations). Amendments': power to make, reserved to State 1, 14 (10), 20 acceptance of 6 (12), 14 (12) 335 INDEX. Amenhments (Continued) : effect of, on stockholders under disability. . . 14 (12) rejection of, dissolves corporation 6, (12) 14 (11) application for 24, 25 notes 6S,64, ZW AssEvSSMBNT (see Taxation). Assignment of Fbanohises {see Dissolution). Banks and banking 532-54 Act of 1859-60, applicable to all banJis 536 charters of, under Act of 1875 28-30 charter, penalities for violating 535 length of time to run 552 certain corporations may do business of 128 penalty for unlawfully doing business of . . . . 532 prohibited powers 533-4 capital, payment of 537 ' maximum and minimum of 538 notes 60 stock, purchase of its own, regulated 545 assets, of what they may consist 539 misapplication of 542 dividends, use of unpaid prohibited 540 liabilities, maximum of 539 creditors preferred to stockholders 542 stockholders, special favors to, prohibited . . . 544 directors, duties of (see also Directors) 541 notes 89-106a qualifications of 543 semi-annual examination by 541 liabilities of 550 Secretary of State, examination by 546 legislature, examination by 551 assignment by, for benefit of creditors 553-4 Bonds, Negotiable : power to issue 13 (6;, 129 notes 187-8 issued by counties (see Stock Subscriptions). ( INDEX. Figures refer to Seutioiis; those in Utilivs refer to tlie Notes. Books : minute, to be kept 0(5), 14(5) to contain annual statement 14(5) stock, to show subscriptions and transfers . . . 14(6), 107 subject to inspection 6(5), 14(5), 107 falsification of 105 transcript from, as evidence 526 Building and Loan Associations : definition of 446 charter, special provisions of , . . . . 34-5 notes iy7-67a deposit of securities by 436-42 foreign, statement to be filed by 443 service of process on 443-4 retaliatory exactions 445 agents, liabilities of 447-8 fees and penalties 450-1 bonds of officers 453 By-laws : authority to make 6(2), 13(3), 14(3> notes 16-18 Capital Stock : distinguished from shares {notes) 19^-4 amount of, how fixed 14(3) notes 34 how increased 24 cannot be decreased except 14(12), 48(3), 150 notes 4S size of shares 116 (see also Stock). Charters ; under Act of 1875 4-87 of corporations not for profit 4-10 who may obtain 5 for what purposes granted 4 ' form and provisions of 6 X 337 INDEX. Figures reler to Sections; those in ilaucs refer to tlie Notes. Charters (Continued) : notes S-IS of corporations for individual profit 11-87 who may obtain , 11 for what purposes granted 15, 27-87 form and general provisions of 12-14 notes 13-6^ form of application for 7, 16 acknowledgment or probate of 8, 18 registration of 8, 9, 18 in county of agency 18 notes 9-l£ fees for 10, 19 privilege tax for organizing 17 amendment of (see Amendments), list of to be published with Acts 26 notes 65 certified copy of as evidence '■': 525 expiration of 109-11 extension of ' 109-11 forfeiture of (see Dissolution). Ohuroiies : unincorporated [not .' ' 6 Cities : (see Municipalities). Collateral Attack 9, 18 notes 10,12, SIO Combinations, Pools, Etc., unlawful (note) 62 Compensation (see Eminent Domain). Consolidation of Corporations : notes IZO-SO electric light 134-36 gas 185-36 railroad 264-77, 294-97 street car 130-32, 135-36 telephr ne 134 water upply 135-86 338 INDEX. Figures refer to Sections; those in italics refer to the Notes. OONSTITUTIONAI- PROVISIONS : concerning chartering and aid to corporations, 1-3 concerning taxation and exemptions 454-55 notes 1-4, II4 Corporations for Individual Profit : general provisions of all charters of 12-14 special provisions in charters of : Abstract Companies 27 notes 66 Agricultural Fairs 43 exemption from privilege taxes 493 note '. 198 Banks of Savings and Discount. 28 Banking and Trust Companies 29-30 (for notes, see Banks and Banking). Boom Companies 31 Brewing Companies 32 Bridge Companies 33 turnpike lavys applicable to 232 Building and Loan Companies 34-35 notes ■ 67-67a Canning and Packing Companies. ; .36,45a Cemetery Companies 37 Compress Companies 39 notes 68-9 Co-operative Associations^ '. . .'; 38 Cotton Compress and Warehouse Com- panies ■ ■■ ■ 39 Depot Companies 85 Drainage Companies 76 Drainage and Sewer Companies 77 Educational Corporations 40 number of directors of 152 Electric Light and Power Companies,. 41 certain, recognized as legal 42 Pair and Exposition Associations 43 exempt from privilege taxes 493 339 INDEX. Figures refer to Sections; those in Italics refer to tbe Notes. Corporations for Individual Profit (Continued): note 19S Gas Companies 44 certain amendments of charters granted prior to 1887-9 45 Heating Companies 66 Horticultural Societies 45a Hospital or Sanitarium Companies 47 Hotel Companies 46 Immigration and Labor Companies 48 amendment of charters granted before 1887 48a Inclined Eailway Companies 74 Insurance Companies 49-51 reduction of capital permitted 150 Mutual Marine 52-55 Live-stocli 56 Jockey Clubs 57 Land Improvement Companies 48 Levee Companies ■ 58 Live-stock Companies 59 Loan and Building Associations. ...■.• 34-5 notes 67-67a Manufacturing Companies 64 Manufacturing and Mining Companies 61-2 notes . . . i 77 amendment of charters granted prior to 1883 63 Merchandising Companies 60 Mining Companies 61-63 Opera House Companies 82 Packing and Slaughtering Companies 67 Packet Companies 78 Pawnbrokers' Associations 65 Plumbing and Pipe Fitting Companies 66 Poultry and Egg Companies 68 Printing and Publishing Companies 69 340 INDEX. Figures refer to Sections ; tliose in italics refer to the Notes. Corporations for Individual Profit {Continued): Provision and Packing Companies 67 Kailroad Companies 70 branch roads 71-72 change of termini 73 Inclined railways 74 Real Estate Companies 48 Real Estate Improvement Companies ..... 75 Reclamation and Drainage Companies 76 Salvage and Wreckage Companies 87 Sewer and Drainage Companies 77 Steamboat Packet Companies 78 Stock- Yards Companies 79 Street Railway Companies 80 notes 78, I4I-45, 179, 180 Telegraph Companies 81 Telephone Companies 41 Theatre and Opera House Companies 82 Transfer and Omnibus Companies 83 Trust Companies ; 29-30 , Turnpike Companies 84 notes 79-87, 119, ^S4-5 Union Depot Companies 85 Warehouse Companies 39 Water Companies 86 Wreckage and Salvage Companies 87 Corporations not for Gain : purposes of 4 who may organize 5 powers of 6 Counties : aid to corporations by 354-93 {see Stock Subscriptions.) may acquire turnpikes by gift 231 or may build or purchase {notes) iiS^-SS 341 INDEX. Pigarea refer to Sections; those in italics refer to -tiie Notes. County Courts : , assent required by streetcar companies,when,80(2,9), 13* same by railroads for use of highways 304 turnpikes, supervision of by 221-30 aid to corporations, submission to vote .of people by 356,37& notes , 163-69 Decedents : stock of, in Building and Loan Association . . 34(7) guaranties of, in Mutual Marine Insurance Company 52(19) Directors : first board of 6(3), 14(4), 101 election of 6(3,4), 14(4) number of 6(6-7), 14(4), 114, 152 quorum , , 14(4) minutes to be kept 6(5), 14(5) become trustees to liquidate, when 111-12 • liabilities of, for paying unearned dividends, 39(8), 46(5)', 49(8-9), 61(11), 67(4), 69(2), 78;5), 79(4), 83(2), 87 6), 105, 432 liabilities and duties of 6(3-9), 14(5), 104-6 action by state to compel performance of . . . . 503 notes Jlo removal of, for misconduct 503 notes on duties and liabilities of. ..'... .7', 76, f>'!i~lOdti-j!lS Dissolution of Corporations : by repeal of charter. 1, 14(10> by rejection of legislative amendment 6(12), 14(11) by voluntary alienation of all assets 6(11) by expiration of limit of existence 109 by forfeiture, for violation of charter 6(11), 502 for fraud of directors .....;. ..... v. 106 for paying unearned dividends'. . . .j 432 for ultra' tires aXiip- ■,,■■■ ■ ■ ■ ■ ■ ..... ..„;...,., .^.. . .•. 502 for surrender of' . franchiise 502 for non-user of essential powers 502 342 INDEX. rigurea refer to Sections; those in italics refer to the Notes. Dissolution op Corpobations (Continued): forfeiture, proceedings to declare 502 by whom brought 505-6 forum 504 judgment of dissolution 518 debts not extinguished by 519 costs of proceedings. .506-7,517,518,520 non-user or assignment does not work 524, 527 directors become trustees in liquidation, when 111-12 time for liquidation extended 109-10, 113 notes on dissolution of , corporations gener- ally 106-9, no-ss Dividends : unearned, liability of directors for paying, 39(8), 46(5), 49(8-9), 61(11), 67(4), 69(2), 78(5), 79(4), 83(2), 87(6), 105,432 liability of stockholders receiving 432 none to be paid in corporations not for gain, 6(10) Educational Corporations : number of directors of 6(7), 152 Elections : of directors 6(4), 6(7), 14(4) of oflicers 6(2-3), 13(4), 14(1) of members of corporations not for profit, ... 6(6) to vote public aid to corporations 354-93 Electric Light and Power Companies : consolidation of 134-36 Eminent Domain : right of, for wtet' purposes exercjsed, 58(2), 61(2), 86(5) 138, 321, 346, 348, 351 whose property may be taken 321, 345 . note 140 condemnation proceedings '....'. .322-39,353 preliminary surveys . 341, 349 damages, measure and payment of . . ; . . . .'. ..334, 342, 347 remedies for recovery of... .'! .'.'. '.'.!''."'.".'... 343 343 INDEX. Figures refer to Sections; those in italics refer to the Notes. Eminent Domain {Continued) : limitation of actions I'or 344 notes concerning, generally LU, 1411-m, :i-i4-.'j Employes : provisions for protection of, 39(7), 46(3), 61(10), 67(2), 69(3), 78(4), 79(3), 87(4), 310-20 notei '. ll-'i Evidence : list published by Secretary of State is 26 is only prima facie (note) 65 charter, how proven 525 boolis, copy from is, when 526 Exemptions prom Taxation 454-56,493 notes 172-76,198 Faik and Exposition Companies : tenants of exempt from privilege tax 493 notes 198 Pees : County Register, for registering charter, etc., 10, 19 Secretary of State, for registering charter 10, 19 for collecting charter tax 17 State Treasurer and I'x-officio Insurance Com- missioner : for exainining, filing, etc., annual state- ments, etc 402,410,447,450 for issuing certificates to agents 402,410,447 for examining condition of com panies . 419 for sundry accounts 430 for filing papers B. and L. Associations. . . . 443 for care of securities 401 Forfeiture op Charter (me Dissoliiiion). Foreign Corporations : charters of, how proved 425 become domesticated, how 166-69 notes 116-18 rights and powers acquired by 170, 173-4, 176-7, 179 must begin business, when 175, 180 344 INDEX. Figures refer to Sections; those in Ualics refer to the Jiotes. Foreign Corporations (Continued): contracts made by, before domestication 170 suits against, causes of action 181-2, 500 notes 118, 199-S09 attachment of property of ; 186, 527 service of process (see Actions against Cor- porations) . property liable for debts 171-72 creditors, preference of domestic 172 taxation and exemptions of 173 (see also Insurance Business, Building and Loan Associations). Gas Companies : consolidation of ; 135-36 Immunity: definition of (note) 190 Incorporators ; who may be 5, 11 contracts of, before incorporation 22-3 Insolvent Corporations (see Dissolution of Cor- porations) . Insurance Companies : forfeiture of charter of 432 capital of, may be reduced . , 150 Insurance Business : regulation of 394-435 companies doing several kinds of 429 regular life, licensing of 394-98 notes 170 annual reports from 162, 400 printed blanks for 407 examination of affairs of 403 re-insurance reserve 404-^ revocation of license 403, 405 taxation of 399,491 service of process on 406 mutual or assessment, life or property 408-11 345 INDEX. Figures refer to Sections; those in italics refer to tlje Notes- Insubancb Business (Continued): benevolent orders not included 408 licensing oJ. .• -109-10 note- 170 annual report 410 taxation of.' 491 plate glass {note) 171 live-stock (note) 171 fire, licensing of 413-20 note 170 examiriatibn of affairs 419- suspension of license 419' penalty for doing business without license . 420-22 semi-annual reports from 424 taxation of 424-25, 491 agent, provisions affecting 421-22, 427-28 service of process upon foreign 406, 416- suits against for penalties 431 Insurance Commissioner, annual report of . . 433 grand jury, inquisitorial powers of 434 repealing clause 435 Laborees (see Employes). Laborers, Material, Men, etc., or Railroads .... 312-20 Lease : corporations may make 118-22 notes 110-11 License : ■ of foreign corporations to do business 166-69 insurance companies 394, 409, 413 building and loan associations 436 of domestic insurance companies 394, 409, 413 of building and loan associations 436 Liens op Employes, op Corpor.\tion.s (notr) ll.i Liens UPON Railroads: , '"- ■ of contractors, etc 277, 287, 310 notes ■ ll:i, l.lJ-.i^ ' of persons, damaged in person or property. . 277,287 346 INDEX. Figures refer to Sections; those indtalics reten- to the Notesi Liens upon Bailbo ads (Continued): enforoement of 311, 3I5' notes - 1^4-S8- of sub-contractors, etc 312^ perfected, how 313 continuation and priority of 314, Slfr enforcement of ; 315- employes of, remedies of 319-20 7iotes ll£,iS5-S9- Liquidation (see Dissolution of Corporations). Malfeasance : forfeiture and penalties for . ; 105-6- Manufacturing and Mining Companies: may make mortgages for certain purposes . . 148 may subscribe for stock in railroads 147-8 directors' meetings, time and place 149- annual report to Comptroller 162, 164 foreign, may build railroads, canals, etc 174 may establish towns, etc 176- assessment of for taxation 465-6 Marhied Women : rights of, on amendment of charter 14(12) may be incorporators, when . . . : 5- may deposit money, hold stock, etc 28(4), 34(14) Material Men : rights and remedies of 311-20- Meetings : corporations not for gain 6(4-12) to vote upon amendments 14( 11-12) of railroad stockholders, on failure of direc- tors to pall 23a of directors 6(3), 6(5), 14(4) ' of mining corporation 149- Mining Companies (see Manufacturing and Mining). Minors : rights of, on amendment of charter ..... 14(12) may be incorporators, when ...... 5 347 INDEX. Figures refer to Sections; those in Ualies refer to the Notes. Misnomer (see Name). Mortgage : corporations may make 13(6), 129 Municipalities : voting aid by, to corporations 354-93 authority of , over certain corporations, 131,133, 135, 145-6 Name, Corporate: to sue and be sued by. 6(2), 13(1) may be changed, how 24 by legislature (note) 1 misnomer, effect of (notes) 6,7 NoN-usBR, OF Franchises : Effect of 108, 117, 524, 527 Office, Principal : place of 8, 18 notes • 9 Officers ; appointment of 6(2-3), 13(4) notes 19-Sl term. 6(9), 14(2), 102 eligibility of 115 failure to elect, effect of 6(9), 14(1), 102 fraudulent mismanagement by 104-5 personal liability of 104-5 removal of 502 notes , Sli-lOSa Organization {see Charter). Patent Rights : certain corporations may purchase 13(7) may be talten in payment for stoclc 62, 64(7) Powers of Corporations : strictly limited 14(8) notes r)9-6g Privilege tax : on organization 17 law of, generally 490-91, 493 Probate [see .\ckimwhdgment]. 348 INDEX. Figures refer to Sj^stioiis; those in italics refer to tlie Notes. Purchasers of Property and Franchises 123-27 notes 137, 1^9 of turnpikes 195-204 of railroads 2.58-67a, 278-90, 293, 298 Railroad Companies : charter, special provisions 70 same, for inclined railways 74 branch roads, amendment authorizing 71-2 termini, change of 73 incorporation of purchasers of 278-9 notes I.i7, 1^9 eminent domain, may exercise right of 321, 351 mining companies may aid 147-8 stockholders' meeting, failure of directors to call 233-49 each share entitled to one vote in 253 may lease lines of other companies 250-6, 293, 298-9 purchase other lines 258-63, 291, 293, 298-9 let or dispose of lines -. . . . 293 ratification of purchases made prior to 1871 . . 262 consolidation of 264, 267-8, 294-7 notes 1JI)--U may purchase stock and securities of others. . 254, 293 mortgage and issue bonds, 257, 261, 263, 273, 287,292, 299 issue stock to pay for acquired lines 299 guarantee stocks and bonds of acquired lines 299 corporate existence prolonged after sale of road, etc ' 260 liens upon, of contractors and others. . .277, 287, 310-18 notes l.U-49 (see Liens upon liailroaih.) sub-contractors, remedies of laborers, &c., against 319-20 claims against for injuries, priority of 277,287 subscriptions to, by counties, etc 354-93 foreign, may enter state 301-3 348 INDEX. Figures I'ofer to Sections; those in italics refer to tlie Kotes. Eailroad Companies {Continued): highways not to be taken by 304-7 may cross each other 308, 345 guage, may adopt any 309 Eeal Estate : corporations may hold what, 5(6), 6(2), 13(5), 151, 167, 170, 174, 179. 321, 346 Eeobivee : may be appointed when Ill, 510, 519, 528 of railroads 249 of turnpikes 581 Registration oe Charters and Amendments .... 8, 9, 25 ndtes ' 9-1^ Hbpokts op Condition : to be spread upon minutes 14(5) making and publishing false 105 by banks 28(2), 30(9)^ 163 by building and loan associations 449 by compress and warehouse associations 39(4) by^immigration, land and labor companies. . 48(4) ' by insurance companies 49(5) , 400. 410, 424, 428 publication of, by commissioner of Insur- ance 433 by mining and manufacturing companies .. . 61(5), 164 by pawn-brokers' associations 65(4) by all corporations, annually to Comptroller, 162 Kesbrvb Fund ; authorized to be created 103 Schools {see Educational Corporations). Seal, Corporate 6(2), 13(2) note 14 Secretary (see Officers). Secretary of State : registrar of charters 8, 9, 18 supervisor of banks 538, 546-47 service of process on 406 .Service op Process (see Actions against Corporations). 350 INDEX. Figures refer to Sections; those in itaUeareler to the Notes, Sinking Fund : corporations may establish . ., 103 Stock : subscriptions, how made (notes) ^3-S6 regulated by by-laws ■ 14(3) conditional {nutes) S7-SS enforcing payment of 14(3) notes 43-58 unpaid, are trust fund for creditors 14(7), 100 size of shares 116 transfers of, how made 14(3) notes 17,35-47 liability of to attachment or execution 529 notes 46,88 subscriptions by oJties, towns and counties. . 2, 354-93 notes ^S, 163-9 to corporations generally ; 359-69 to railroads 370-93 affected with trust, duty of corporation (notes), S8-44 Stockholders : liability of for unpaid subscriptions 14(7), 100 notes S3-S4, 61-68 to employes for wages, 39(7), 46(3), 61(10), 67(2), 69(3), 78(4), 79(3), 83(2), 87(4; notes •. 70-7.^ for receiving unearned (Hvidend 432 meetings of (see Meetings). Street Eailway Companies : charter, special provisions of 80 1 consolidation of, authorized. 130-2 municipal consent necessary 135-6 may extend lines beyond city limits 137 consent of county court necessary 139 duties and obligations imposed. ." , 141-3 may condemn right of way . 137-8, 144 terminus, distance of from toll-gate. ...... 140 351 INDKX. Figures refer to. Sections; tliose in italics refer to the Notes. Street Railway Companies {Continued): rails, kind to be used 141, 146 eleptricity may be used 145 annual report to Comptroller 162, 165 assessrbeni of for taxation 457,467-8 notes on street railways generally 78, 14I-4, 179-81 Taxation : rate of 495-96 constitutional provisions concerning 454-56 of privileges 490-93 collection of 478-79 exemptions 456 what property subject to 456 assessment for, date and valuation 457, 480, 485 place of 457-58 mode of 463-64 not invalid for errors of description, etc . . . 494 financial corporations, capital not assessable, 458 shares in are assessable 458 mode of assessing 458 manager to mal^e statement 459 to retain dividends to pay tax 462 stockholders, list of to be exhibited 460 note 185 non-resident, collection of tax 461 manufacturing and other corporations : property of assessable 465 value of property, how ascertained 465-66, 469 shares in, not taxed 465 manufacturing companies, assessment of. . 466 quasi-public corporations, taxation of 467 value, how ascertained 467-69 trust companies as fiduciaries 486-87 corporations having property in other states, 469 insurance companies, taxation of, 399, 401, 424, 426, 491 savings banks, taxation of 470 cemetery companies, assessment of 458 352 INDEX. Figures refer to Sections; those in italics refer to the Notes. Taxation (Continued). corporations having special charters 471 income from shares of, taxed 492 steamboats, assessment of 480 commission, goods sold on, taxation of 472 merchants, taxation of 473, 477-8 license of 474-76 license bonds, enforcement of 478 omitted property, how assessed 481 under- valued property, re-assessed 481 lien of taxes, when commences