Gallipolis journal. [volume] (Gallipolis, Ohio) 1837-1919, 1852-08-05


Sec. eI. That whenever the lines of
railroad of any railroad companies in
this State. or any portion Of such lines,
have been or may be constructed, so as
TO admit the passage or burden oi pas
senger cars over any two or more of
such roads continuously, without break
or interruption, such companies are
hereby authorized TO consolidate them
selves into a single corporation in the
manner following:
/. The directors OF said two or more
corporations may enter into an agree
ment, under the corporate seal of each,
for the consolidation of the said two or
more corporations, prescribing the terms
and conditions thereof; the mode fear
ryfng the same into effect; the name Of
the new corporation; the number of the
directors thereof, which shall not exceed
thirteen; the time and place of holding
the first election of directors; the mum
Der of shares of capital stock in the new
corporation; the amount of each share;
the manner of converting the shares of
capital stock in each of said two or more
corporations into shares in such new
corporation; the manner of compensa-
ting stockholders in each of said two or
more corporations who refuse to con-
vert their stock into the stock Of such
new corporation; with such other details
as they shall deem necessary to perfect
such consolidation Of said corporations;
and such new corporation shall possess
all the powers, rights and franchises,
conferred upon such said two or more
corporations, and shall be subject ito
all the restrictions, and perform all the
duties, imposed by 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
at least par value for each Of the shares
so held by hem, if they shall so require,
previous to said consolidation being con-
summated.
ii. Such agreement of the directors
shall not be deemed 10 be the agreement
of the said two or more corporations,
until after IL has been submitted TO the
stockholders of each of said corporations
separately, at a meeting thereof; to be
called upon a notice of at least thirty
days; specifying the time and place Of
such meeting, and the object thereof. TO
be addressed to each of such siockhold-
ers, when their place Of residence is
known, and deposited in the post Office,
and published for al least three success
sive weeks in one newspaper in ai least
one of the cities or towns in which each
of said corporations has its principal Of
flee of business, and has been sanctioned
by such stockholders, by the vote Of at
least two thirds in amount of the stock
holders present at such meeting, voting
by ballot, in regard to such agreement,
either in person or BY proxy, each share
Of capital stock being entitled to one
vote; and when such agreement Of the
directors has been so sanctioned by each
of the meetings Of the stockholders sep
aFately, after being submitted TO such |
meetings in the manner above men,
toned, then such agreement Of the di
rectors shalt be deemed 10 be the agree |
ment of the said two or more corpora
tions.
Sec, %. Upon making the agreement
mentioned in the preceding section. in
the manner required therein, and fling
a duplicate or counterpart thereof in the
office of the Secretary Of State, the said
two or more corporations mentioned or
referred to in the said first section, shall
be merged in the new corporation provi-
ded for in such agreement to be known
BY the corporate name therein men,
toned; and tho details Of such agree
melt shall be carried into effect, as pro
vided therein.
Sec. %. Upon the election of the first
board of directors ofthe corporation cre-
ated by the agreement in the twenty
first section of this act mentioned, and
by the provisions OF this act, all and sim |
gular the rights and franchises of each
and all of said two or more corporations,
parties TO such agreement, all and sin
gular their rights and interests, in and
10 every species of property, real, per-
sonal and mixed, and things in action.
shall be deemed 10 be transferred 10 and
vested in such new corporation, without I
any other deed or transfer; and such
new corporation shall hold and enjoy |
the same, together with the right of way,
and all other rights of property. in the
same manner, and to the same extent,
as if the said two or more corporations,
parties TO such agreement, should have
continued TO retain the title. and trans
act the business OF such corporations;
and the titles and the real estate ac-
quired by either of said two or more
corporations, shall not be deemed to re.
vert 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 cor
porations, parties to said agreement,
shall be and hereby are preserved un-
impaired; and the respective corpora
tions shall continue to exist so far as
may be necessary to enforce the same;
and provided further, that all the debts,
Liabilities and duties Of either company.
shall thenceforth attach TO such new cor
poration, and be enforced from the
same, TO the same extent, and in the
same manner, as if such debts, liabili-
ties and duties, had been originally in