2544. Action on claim not presented in twelve months. In an action brought on a claim which was not presented within twelve months from the first publication of the general notice to creditors, the surviving partner shall not be chargeable for any assets that he may have paid in satisfaction of any debts before such action was commenced, nor shall any costs be recovered in such action against the surviving partner.

1901, c. 640, s. 5.

2545. Appraisal for purchase by surviving partner; when he can not purchase; approval of clerk. The surviving partner may, if he so desire, make application to the clerk of the superior court of the county in which the partnership existed, after first giving notice to the executor or administrator of the time of the hearing of such application, for the appointment of three judicious, disinterested appraisers, one of whom may be named by the surviving partner, one by the representative of the deceased partner's estate, and the third named by the two appraisers selected, whose duty it shall be to make out, under oath, a full and complete inventory and appraisement of the entire assets of the partnership, including real estate, if there be any, together with a schedule of the debts and liabilities. thereof, and to deliver the same to the surviving partner, and shall also deliver a copy to the executor or administrator. The surviving partner may, with the consent of the executor or administrator of the deceased partner and the approval of the clerk of the superior court by whom such executor or administrator was appointed, purchase the interest of said deceased partner in the partnership assets at the appraised value thereof, including the good will of the business, first deducting therefrom the debts and liabilities of the partnership, for cash or upon giving to the executor or administrator his promissory note or notes, with good approved security, and satisfactory to the executor or administrator, for the payment of the interest of such deceased partner in the partnership assets. In case such surviving partner shall avail himself of the privileges of purchasing said interest as provided for in this section, he shall give bond to said executor or administrator with surety for the payment of the debts and liabilities of said partnership, and for performance of all contracts for which said partnership is liable: Provided, that when the original articles of copartnership in force at the death of any partner or the will of a deceased partner makes the provisions for the settlement of such deceased partner's interest in said partnership, and for a disposition thereof different from that provided for in this chapter, the interest of such deceased partner in such partnership shall be settled and disposed of in accordance with the provisions. of such articles of copartnership or of said will. In case of such

sale of the real estate belonging to the partnership, the title to such real estate so purchased shall not pass until said sale of real estate is reported to and confirmed by the clerk of the superior court in the county in which said partnership was located, in a special proceeding in which the widow, heirs at law or devisees of such deceased partner are duly made parties.

1901, c. 640, s. 6.

2546. Accounting in twelve months; time extended; commissions. In case the surviving partner shall not avail himself of the privilege of purchasing the interest of the deceased partner, he shall, within twelve months from the death of the deceased partner, file with the clerk of the superior court of the county where the partnership was located, an account, under oath, stating his action as surviving partner and shall come to a settlement with the executor or administrator of the deceased partner: Provided, that the clerk of the superior court shall have power, upon good cause shown, to extend the time within which said final settlement shall be made. The surviving partner for his services in settling the partnership estate shall receive commissions to be allowed by the court, and in no case to exceed five per cent. out of the share of the deceased partner.

1901, c. 640, s. 7.

2547. Accounting compelled. In case any surviving partner fail to come to a settlement with the executor or administrator of the deceased partner within the time prescribed by law, the clerk of the superior court may, at the instance of such executor, administrator or other person interested in such deceased partnership estate, cite the surviving partners to a final settlement as provided for by law in the case of executors and administrators.

1901, c. 640, s. 8.

2548. How chartered; number of incorporators; name, and route of company stated; amount of capital stock; where filed. Any number of persons, not less than six, may form a company for the purpose of constructing, maintaining and operating a railroad for public use in the conveyance of persons and property, or for the purpose of maintaining and operating any unincorporated railroad already constructed for the like public use; and for that purpose may make and sign articles of association, in which shall be stated the name of the company, the number of years the same is to continue, the places from and to which the road is to be constructed. or maintained and operated, the length of such road as near as may be, and the name of each county in this state through or into which it is made or intended to be made, the amount of the capital stock of the company, which shall not be less than five thousand dollars for every mile of road constructed or proposed to be constructed, and the number of shares of which said capital stock shall consist, and the names and plates of residence of six directors of the company, who shall manage its affairs for the first year, or until others are chosen in their places. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company. On compliance with the provisions of the succeeding section, such articles of association may be filed in the office of the secretary of state, who shall indorse thereon the day they are filed, and record the same in a book to be provided by him for that purpose; and thereupon

the persons who have so subscribed such articles of association, and all persons who shall become stockholders in such company, shall be a corporation by the name specified in such articles of association, and shall possess the powers and privileges granted to corporations by this chapter.

Code, s. 1932; 1871-2, c. 138; 1905, c. 187.

2549. Stock subscribed before articles filed; affidavit of directors; organization fee paid secretary of state. Such articles of association shall not be filed and recorded in the office of the secretary of state until at least one thousand dollars of stock for every mile of railroad proposed to be made is subscribed thereto, and five per cent. paid thereon in good faith, and in cash, to the directors named in said articles of association; nor until there is indorsed thereon or annexed thereto an affidavit made by at least three of the directors named in said articles, that the amount of stock required by this section has been in good faith subscribed and five per cent. paid in cash thereon as aforesaid, and that it is intended in good faith to construct or to maintain and operate the road mentioned in such articles of association, which affidavit shall be recorded with the articles of association, as aforesaid; nor until said directors shall pay the taxes and fees provided for in section one thousand two hundred and thirty-three and one thousand two hundred and thirty-four. Code, s. 1933; 1871-2, c. 138, s. 2; 1905, c. 168.

2550. Copy of articles filed and recorded presumptive evidence of incorporation. A copy of any articles of association filed and recorded in pursuance of this chapter and of the record thereof, with a copy of the affidavit aforesaid indorsed thereon or annexed thereto, and certified to be a copy by the secretary of state, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated.

Code, s. 1934; 1871-2, c. 138, s. 3.

2551. When and how subscription books opened. When' such articles of association and affidavit are filed and recorded in the office of the secretary of state, the directors named in said articles of association may, in case the whole of the capital stock is not before subscribed, open books of subscription to fill up the capital stock of the company in such places and after giving such notice as they may deem expedient, and may continue to receive subscriptions until the whole of the capital stock is subscribed.

Code, s. 1935; 1871-2, c. 138, s. 4.

2552. Number of directors; term of office; vote by shares; qualification of officers; how purchaser of railroad to become

incorporated. There shall be a board of six directors, one of whom shall be elected president, of every corporation formed under this chapter to manage its affairs. The directors shall be chosen annually by a majority of the votes of the stockholders voting at such election, in such manner as may be prescribed in the by-laws of the corporation, and they may and shall continue in office until others are elected in their places. In the election of directors each stockholder shall be entitled to one vote personally or by proxy on every share held by him thirty days previous to any such election, and vacancies in the board of directors shall be filled in such manner as shall be prescribed by the by-laws of the corporation. The inspectors of the first election of directors shall be appointed by the board of directors named in the articles of association. No person shall be a director or president unless he shall be a stockholder owning stock absolutely in his own right and qualified to vote for directors at the election at which he shall be chosen; and at every election of directors the books and papers of such company shall be exhibited to the meeting, if a majority of the stockholders present shall require it. And whenever the purchaser or purchasers of real estate, track and fixtures of any railroad corporation which has heretofore been sold or may be hereafter sold by virtue of any mortgage executed by such corporation or execution issued upon any judgment or decree of any court shall acquire title to the same in the manner prescribed by law, such purchaser or purchasers may associate with him and them any number of persons, and make and acknowledge and file articles of association as prescribed in this chapter; such purchaser or purchasers and their associates shall thereupon be a new corporation with all the powers, privileges and franchises, and be subject to all the provisions of this chapter.

Code, s. 1936; 1871-2, c. 138, s. 5.

2553. What officers and agents president and directors may appoint. The president and directors shall appoint a treasurer and secretary and such other officers and agents as shall be prescribed by the by-laws.

Code, s. 1937; 1871-2, c. 138, s. 6.

2554. Stock may be paid for by instalments; nonpayment forfeits. The directors may require the subscribers to the capital stock of the company to pay the amount by them respectively subscribed in such manner and in such instalments as they may deem proper. If any stockholder shall neglect to pay any instalment as required by a resolution of the board of directors, the said board shall be authorized to declare his stock and all previous payments thereon forfeited for the use of the company, but they shall not declare it so