The Kalida venture. [volume] (Kalida, Ohio) 1841-1865, 1851-04-04
ANuACT


il ssqN ulAI8 A----iHs oal bn"
m it 15t be- ANuACT f7zs 'sfsi !
'H = Relating to Railroad Companies. s'' |
2 SEC 4. Be it enacted by The General As
sensbly Of The State Of Ohio, That whenevei
the lines Of Rail Road Of any Rail Road Com |
panies in this State, or any portion OF such
lines have been or may be constructed, so us
to admit the passage Of burden or passenger
cars over nny Two or more OF such roads con.
tinuousy, without break or interruption, such
companies are hereby authorized to consoi.
date themselves into single corporation in
the manner following:l 4'n"sN'- 90
, L. The directors Of said two or more cor
porations may enter into an agreement under
the corporate seal Of each, for the consolida-
ton of the said two or more corporations.
prescribing the terms and conditions thereof;
the mode of carrying the same into effect;
the name OF the new corporation; the num-
bor of directors thereof, which shall not ex.
coed thireen; the time and place of holding
the first election Of directors; the number OF
shares Gf capital stock in the new corpora.
zion /; the amount Of each shaI ,; the manner
Of converting the shares Of capital stock in
each OF said two or more corporations not
shares in such new corporation; the manner
Of compromising stockholders in each of
said two or mere corporations who use TO
converts their stock into the stock OF such
new corporation, with such o'hordctnils as
they shall deem necessary to perfect such
consolidation of said corporations. And
powers, rights and franchises conferred
! upon SAID two or more corporntions by the
several acts incorporating the same, or rela-
; D tborp nu h
| iect 10 all the restriction and perform all the
duties imposed ny such nets, so far as the
| same NAV be consistent with the provisions
| OF this act; Provided, That all stockholders
| in either Of such corporations who shall re-
fuse to convert their stock into the stock OF
such new corporation shall be paid ut least
par value for each of tho shares 30 held by
them, il t.ey shall so require, previous to
said consolidation being consummated
III. Sucn agreement Of the directors shall
not be deemed TO he the ngreemento Of the.
snd two or more corporntions, until alter IL
has been submitted to the stockholders OF
each Of snid corporations separately at
meeting thereof; to be called upon notice
Of at least thirty days, specifying the time
and place of such meeting, and the object
thereof, to be addressed to each oil such
| stock holders when their place Of residence
is known. and deposited in the post office.
aud published for at least three success We
weeks in one newspaper in at least ono OF
The cities or towns in which each Of said
corporations has its principal office OF hnsi-
ness, and has been sanctioned by such stock
holders by the vote OF at least 'wo-!hlrds IN
amount OF the stockho'de.s present a. such
meeting, voting by oal'ot' IN regard 10 snch
agreement, either IN person or ny proxy,
each share OF capital stock being entitled to
one vote; and when such agreement OF Inc
directors mas oeen SO sanclioneu ny each OF
me meetings. OF me stockho'ders separately
aiter ocing suom''ted 10 sucn meetings IN
the manner above mentioned; !hen s"cn
agreement OF the directors snail oe ueemeu
to be the agreement Of the SAID TWO or more
corporations. a-
Sec, Q. Upon making the agreement men
toned in the preceding section, IN the man
ner required therein. and hlllng duplicate
counterpart thereof IN the othce "f The Be-
cretary OF State, tNe SAID Two or more corpo-
rniions mentioned or relcrr'd to IN the SAID
first section, shall be merged in the new cor
poralion provided Tor IN such agreement 10
| be known by the corpnrate name therein
mentioned; and the details OF snch agree
ment shall be carried INTO effect as provided
therein. H#
Sec. s Upon the election OF the lIrst
board OF directors OF the corporation created
by the agreement IN the flrst section OF tins
act mentioned; and by the provisions OF this
act, all and singu the tights aud tranchi
ses OF each and all OF SAID two or more cor.
poratlons, parties to such agreement, all and
singular their rights and interests, in and to
every species of property, real. personal and
mixed. and things in action, shall, be deemed
to transferred 10 and vested in such new
cooperation. without any other de"d or trans,
fer; and such new corporation shall hold and
enjoy the same. together with the right ol
way, and all other rights OF property, IN the
same manner, and to the same extent, as il
the said two or more corpora'ions, parties to
such agreement, should have continued to
retain the t'tle, ana transact me business ol
such corporations; and the titles and the
real estate acquired by either OF said two oil
more corporations, shall not be deemed tf
revert or be impaired by means OF any
thing in this act contained; Provided, That
all rights of creditors, and all liens upon the
property Of either of said corporations, par
ties 20 said agreement. shall be and hereby
are preserved unimpan ed; and the respective
corporations shall continue TO exist so far as
may be necessary to enforce the same: And
provided flr,hcr, that all debts. Liabilities