The spirit of democracy. [volume] (Woodsfield, Ohio) 1844-1994, 1851-03-26
LAWS OF OHIO.
PUBLISHED BY AUTHORITY.
Ia NO oS.
AN ACT relating to Railroad Companies.

OF any, portion OF SUCH lines nave Ueen OF
constructed, so as to admit the passage of burden
or passenger cars over any two or more OF such
roads continuously, without break or Interruption,
such companies are hereby authorized to consoli-
date themselves into single corporation in the
manner following;
l-l /. The directors of said two more corpora
tions may enter into an agreement under the cor
,pordte seal OF each, for the consolidation of the
said two or more corporations, prescribing the
terms and conditions thereof; the mode Of carry
ing the same into effect; the name OF the new cor
poration; the number of directors thereof, which
shall not exceed thirteen; the tins and place of
halding the ist election Of directors; the number
Of shares Of capital stock in the new corporation,
the amount of each share; the manner OF c1nvert-
ing the shares of capital stock III each OF s'd two
or more corporations into shares in such new cor
poration; the manner of compensathg stockhold- |
ers in each of said two or moIe corporations who |
refuse to convert their stock into the stock Of
such new corporation, with such other details as
they shall deem necessary to perfect such consol-
idation of said corporations. And such new cor
poratoD shall possess all the powers, rights and
franchises conferred upon said two or more cor
porations by the several acts incorporating the
same, or relating thereto respectively, and shall be
subject TO all the restrictions and perform all the
duties imposed by such acts, so far as the same
may be consistent with the provisions of this act;
Provided, That all Stockholders Ia either Of such
corporations who shall refuse to convert their stock
into the stock of such new corporation shall be
paid at least par value for each of the shares 50
held by them, it they shall require, previous 10
said consolidation being consummated.
n. Such agreement Of the directors shall not
be deemed TO be the agreement of the said two or
more corporations, until after it has been submit
ted to the stockholders of each of said corpora
tions separately at meeting the eof; TO be called
upon a notice Of at least thirty days, specifying
A. -. Il. thu nh-
ect thereof to be addressed to each of such stock
holders. when their place of residence is known,
and deposited In the post office and published for
at least three successive weeks in one newspaper
in at least one of the cities or towns in which
each of said corporations has its principle office
Of business and has been sanctioned by such stock
holders by the vote OF at least two thirds in amount
OF the stockholders present at such meeting, vot.
ing by ballot. in regard TO such agreement, either
in person or by proxy, each share of capital stock
being entitled to one vote; aud when such agree
ment of the directors has been SO sanctioned by
each of the meetings of the stockholders separate
iy, after being submitted to such meetings in the
manner above mentioned. then such agreement of
the directors shall be deemed to be the agreement
of the said two or more corporations
SEC 2. Upon making the agreement mentioned
in the preceding section, in the manner required
therein. aud filing a duplicate or counterpart
thereof in the office of the Secretary of State the
saii two more corporations mentioned or refer
red to in the said first section, shall be merged in
the new corporation provided for in such agree
ment, to be known by the corporate name therein
mentioned; and the details Of such agreement
shall be carried into effect as provided therein.
Sec. g. Upon the election OF the irst board OF
directors OF the corporation created by the agree
ment in the first section of this act mentioned;
and by the provisions Of this act, all and slngu-
lar the rights and franchises of each and all OF said
twp or more corporations, parties to such agree
ment, 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 be transferred to and vested in such new COL
poration, without any oher deed or transfer; and
such new corporation shall hold and enjoy the
same, together with the right of way, and all
other rights Of properly, in the same manner, and
to the same extent. if the said two or more cor
porations, parties to such agreement, should have
continued to retain the titles and transact the 0usl.
ness of such corporations; and the titles and the
real estate acquired by either of said two or more
corporations, shall not be deemed to revert or be
impaired by means Of any thing III this act con-
tanned; Provided, That all rights OF creditors, and
all liens upon the property OF either OF said cor.
porations. parties to SAID agreement. shall be and
hereby are preserved uniinpared; and the respec'
tive corporations shall continue to exist so far as
may be nee essary TO enforce the same: ind pro-
ties of either company shall thencefurth attach to
such new corporation, and he enforced from the
same to the same extent, aud IN the same manner
a. if such debts, Liabilities and duties had been or
ginally incurred by it.
SEC A. Amy railroad company heretofore OF
hereafter Incorporated, may, tany time. Wy means
of subscription to the capital stock of any other
company, or Otherwise, aid such company IN the
construction Of its railroad. for the purpose o
forming connexion of said last mentio ned road
with the road owned by the company furnishing
said aid; or any railroad company otgani2ed III
pursuance of law, may lease or purchase any part
or all of any railroad constructed by any other
company, if said conpany's lines Of ROAD are con-
tinuous or connected as aforesaid. upon such ter ns
and conditions as may be agreed on between sad
companies respectively; or any two or more rail-
road companies whose liUes are so connected. may
enter into any arrangement for their common BEN
eft consistent with and calculated TO promnte the
objects for which they were created: PrODided,
That no such ai1 shall be furnished nor any such
purchase, lease or arrangement perfected, until a
meeting of the stockholders ot each OF said COM
panies, shall have been called by the directors
thereof, at such time and place aud in such man
ner they shall designate, aud the h9lders OF at
least two thirds OF the stock OF such company
represented at such meeting III person or by proxy,
and voting thereat, shall have assented thereto
Sec. 5. All contracts between railroad com
pahies, uhcef the provisions OF ms act, may oe
enforced by decree of the supreme court, in a
suit in chancery brought for thai purpose; and any
two judges Of said court, in vacation, may, after
hearing. make any provisional order or decree in
such suit which may be necessary to enforce such
contracts, TO be in force until the next session of
said court in the proper county. r#
SsC 6. The directors of any railroad company
are hereby authorized to sell or negotiate the
bonds .or notes issued by said company. or re-
eeyed by il in payment of subscription to its cap
ital stock or otherwise. at such times and at such
places, either within withou! this State, aud at
such rates as in their opinion will best advance the
Interests of such company; and If such bonds or
notes are thus sold al discount, such sale shall be
as valid in every respect as If sold at their par
value.
80 go -F- JOHN F. MORSE,
Il Speaker Of the House Of Representatives.
NlE CHARLES C. CONVERS.
Speaker Of The Senate.
March 3, 1851.