for six successive weeks in one newspaper in one of the cities or towns in which each of said corporations has its principal office of business, and has been sanctioned by such stockholders, by the vote of at least two-thirds of the amount of the stock represented 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, separately, 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. 538. Upon making the agreement mentioned in the preceding section in the manner required therein, and filing a duplicate in counterpart thereof, in the office of the secretary of state, the said two or more corporations (mentioned or referred to in the last two preceding sections, or any other law of this state) shall be merged in the new corporation provided for in such agreement, to be known by the corporate name therein mentioned; and the details of such agreement shall be carried into effect as provided therein. Articles of consolidation need not be recorded in county clerk's office. The new consolidated company thus formed is a body corporate, and may exercise the right of eminent domain. Trester v. Mo. Pacific R. Co., 33, 179 (49 N. W., 1110). 539. Upon the election of the first board of directors of the corporation created by the agreement in the preceding section mentioned, and by the provisions of this subdivision, all and singular the rights and franchises of each and all of said two or more corporations, parties to such agreement, all and singular the rights and interest 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 corporation, without 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 transact the business of such corporations. And the titles and the real estate acquired by either of the said two or more corporations shall not be deemed to revert or be impaired by means of anything in this subdivision contained; Provided, That all rights of creditors, and all liens upon the property of either of said corporations, shall be and hereby are preserved unimpaired; and the respective corporations shall continue to exist, as far as may be necessary to enforce the same; Provided further, That all debts, liabilities, and duties of either company shall henceforth attach to such new corporation and be enforced to the same extent and in the same manner as if such debts, liabilities, and duties had been originally incurred by it. 540. When any two or more railroad companies shall become consolidated, as contemplated by the provisions of this subdivision, such companies so consolidated shall keep each and every railroad line that may come into its possession by such consolidation in good running order, with sufficient rolling stock to transfer the freight and passengers. They shall not discriminate against the business of either, or any of such railroad lines, either directly or indirectly, by the detention of freight or passengers, or by charging more for freight or passengers than is charged in proportion upon any other railroad line under the control of said company so consolidated and whenever any railroad company, persons, or person, their grantors, assignors, lessors, or mortgagors shall have received any lands, bonds, moneys, or other valuable thing, to aid in the construction of any railroad in this state, such railroad company, persons, or person, their grantees, assignees, lessees, or mortgagees, shall keep all such roads in good running order, and shall run all trains over the same, and shall cause the same to be listed for taxation as provided in section 17 of chapter sixty-six, entitled "Revenue" [ch. 46, Public Finances], and for each and every violation of any condition, requirement or non-compliance with this act, the corporation, persons or person so violating, or non-complying, shall be fined in any sum not more than five hundred dollars, to be paid to the persons or person so injured, and to be collected by the proper civil action, and shall, in the discretion of the court, forfeit its charter and franchises, and the property of such corporations, companies, persons, or person so violating, or non-complying, shall be subject to execution without stay thereof, where the same has not been forfeited. * After added 1875, p. 69. 541. Any railroad company heretofore or hereafter incorporated may, at any time, by 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 of forming a connection of said last mentioned road with the road owned by the company furnishing such aid; or any railroad company existing in pursuance of law may lease or purchase any part of or all of any railroad constructed or to be constructed by any other company, if said company's lines of railroad constructed or to be constructed are continuous or connected as aforesaid, upon such terms and conditions as may be agreed on between said companies respectively; or any two or more railroad companies, whose lines are so connected, may enter into an agreement for their common benefit, consistent with and calculated to promote the objects for which they are created; Provided, That no such aid shall be furnished, nor any purchase, lease, or arrangement perfected, until a meeting of the stockholders of each of said companies shall have been called by the directors thereof, at such time and place and in manner as they shall designate, and the holders of at least two-thirds of the stock of such company, represented at such meeting either in person or by proxy and voting thereat, shall have assented thereto. Amended 1889, p. 575. Unauthorized leasing subjects franchise to forfeiture. State v. A. & N. R. R. Co., 24, 144 (38 N. W., 43). Lease and purchase authorized only when thereby two roads will form a continuous line. State v. A. & N. R. R. Co., 24, 164 (38 N. W., 43). One road may lease the whole or part of another. Gottschalk v. L. & N. W. R. R. Co., 14, 391 (15 N. W., 695). Secs. 542 and 543. "An act authorizing the purchase and sale of railroads in certain cases. 1881, p. 303. In force June 1. 542. Every railroad company organized under the laws of this state whose railroad or railroads constructed or to be constructed within this state shall be so situated with reference to any railroad constructed or to be constructed through any adjoining state or territory by any railroad company organized or existing under the laws of the United States, or any state or territory, that the same may be so connected at the boundary line of this state or at any point within this state by bridge, ferry, or otherwise, as to practically form a continuous line of railway over which cars may pass, is hereby authorized to purchase such connecting railway, or to sell the same to the railroad company constructing, owning, or operating the said railroad through said adjoining state or territory as aforesaid, to said point of connection. And any such foreign railroad company purchasing under the provisions hereof any such connecting railroad within this state may manage the same by its board of directors and officers, and may operate the same, and may issue thereon its stock and bonds to the same extent and in the same manner as authorized by the laws of this state, and the said company shall file for record in the office of the secretary of state of this state a true copy of its articles of incorporation, and the said company shall thereafter possess, exercise, and enjoy within this state as to the control, management, and operation of the said road, and as to the location, construction, and operation of any extension of its said railroad or any connecting railroad or feeders within this state, all the rights, powers, privileges, and immunities, including the powers of eminent domain, possessed by other railroad corporations of this state, and shall be liable to all the restrictions imposed by the general laws of this state upon the railroad corporations of this state. The purchase of any such railroad shall be subject to any and all laws, incumbrance, or indebtedness existing against the railroad company from which such road may be purchased; Provided, however, That nothing herein contained shall be construed as authorizing the purchase by any railroad company under the provisions of this act of any parallel and competing line of railroad within this state. 543. Said corporation shall be subject to the laws of this state as to that portion of the road purchased, built, and operated in this state the same as if organized under the laws of this state. See C., St. P., M. & O. R. R. Co. v. Lundstrom, 16, 254 (20 N. W., 198). A foreign corporation purchasing from a domestic corporation of Nebraska its line of road does not become thereby a new or a domestic corporation, and may still sue in United States court against citizens of Nebraska. C., St. P., M. & O. R. Co. v. Dakota County (Circ. Ct.), 28 Fed. Rep., 219. Secs. 544 and 545. "An act relating to the purchase, lease, sale, and aiding of railroads in certain cases and for the ratification of prior leases, sales, and consolidations." 187, p. 536. In force March 14. 544. Any railroad company organized under the laws of this state may buy or lease the whole or any part of the railroad and branches, constructed or to be constructed, together with all the property, rights, privileges and franchises thereto pertaining, of any railroad company organized under the laws of any other state or territory, and may aid such company in the construction of its road by the purchase of its stock and bonds, or by guaranteeing its bonds, or otherwise; and any railroad company of this state may sell or lease the whole or any part of its railroad and branches, constructed and to be constructed, together with all property, rights, privileges, and franchises thereto pertaining, to any railroad company organized or existing under the laws of any other state or territory, and any such foreign company may aid any railroad company in this state in the construction of its road and branches, by purchase of its stock and bonds, or by guaranteeing its bonds, or otherwise, whenever the roads of the respective companies (parties to such agreement to aid, or to such purchase, sale, or lease), constructed or to be constructed, shall, or will when constructed, so connect by bridge, ferry, railroad, or otherwise, as to practically form, in the operation thereof, a continuous line or lines of railroad over which cars may pass. The railroad company of another state or territory which shall so purchase or lease a railroad or railroads, in this state, shall possess, and may exercise and enjoy within this state, as to the control, management, and operation of the said road, and as to the location, construction, and operation of any extension or branches thereof, all the rights, powers, privileges, and franchises possessed by railroad corporations of this state. Such purchase, sale, or lease may be made, or such aid furnished, upon such terms and conditions as shall be agreed upon by the directors of the respective companies, but the same shall be approved or ratified by persons holding or representing two-thirds in amount of the capital stock of each of such companies respectively, at an annual stockholders' meeting, or at a special meeting of the stockholders called for that purpose, or by the approval in writing of two-thirds in interest of the stockholders of each company respectively; Provided, That nothing in the foregoing provisions shall be held or construed as curtailing the right of this state, or of the counties in this state, through which any such road or roads may be located, to levy and collect taxes upon the same, and the rolling stock thereof, pro rata, in conformity with the provisions of the laws of this state upon that subject, and the road or roads in this state so purchased, leased, or aided, shall be subject to taxation and to regulation and control by the laws of this state in all respects the same as if such purchase, sale, or lease had not taken place; Provided further, however, That before any railroad corporation of any other state or territory shall be permitted to avail itself of the benefits of this act, such corporation shall file with the secretary of this state a true copy of its charter or articles of incorporation, together with a certified copy of a resolution of its board of directors or stockholders, duly adopted, authorizing service of process to be made upon its officers or agents in this state engaged in transacting its business, in the same manner as may be provided by law for the service of process upon railroad corporations of this state. 545. Any sale, by consolidation or otherwise, or any lease, or any agreement to sell or lease the whole, or any part of a railroad or its branches in this state, with the franchises appertaining thereto, to any railroad company organized and existing under the laws of this or any other state or states, or any consolidation between such company of another state, and a corporation of this state, heretofore executed, by the proper officers of the companies, parties to such sale or lease, consolidation, or contract, may be ratified and made in all respects valid and binding by the assent of the owners of two-thirds of the stock in each of such companies, to be expressed in the manner provided in section 1 of this act [545]. Upon such ratification by stockholders such lease or sale, or consolidation or agreement to sell or lease, heretofore executed, shall become in all respects valid and binding from the date of its execution. Secs. 546 to 548 formed secs. 114 to 116, ch. 25, R. S. 1866, p. 229. 546. Every railroad company organized under the laws of this state shall have power to intersect, join, and unite its railroad or railroads with any railroad or railroads constructed or to be constructed in this state, or in any adjoining state or territory, by any railroad company organized under the laws of any state or territory, at such point on the boundary line of this state and such adjoining state or territory, or at such other point as may be mutually agreed upon between said companies; and all such railroad companies whose railroads are or may be connected at the boundary line of this state or at such other agreed point by bridge, transfer, ferry, or otherwise as to form practically a continuous line of railway over which cars may pass, are authorized to consolidate the stock of the respective companies, making one joint stock company thereof, and bringing the railroads thus connected under one management upon such terms as may be mutually agreed; Provided, No railroad company shall consolidate its stock, property, franchises, or earnings in whole or in part with any other railroad corporation owning or operating a parallel or competing line in this state. Articles stating the terms of such consolidation shall be approved by each company by a vote of the stockholders owning a majority of the stock in person or by proxy at either a regular annual meeting thereof, or at a special meeting called for that purpose by a notice of at least sixty days, stating the object of such meeting, to be addressed to each of such stockholders when their place of residence is known, and deposited in the postoffice 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 principal business office, or by the consent in writing of such majority annexed to such articles and copies of said articles and of the records of such approval or of such consent, and accompanied by lists of the stockholders of such corporation, and the number of shares held by each, duly certified by the respective presidents and secretaries with the respective corporate seals affixed, shall be filed for record in the office of the secretary of state of this state before any such consolidation shall have any validity or effect. Upon filing for record in the office of the secretary of state of the copies of said articles of such consolidation, and of such record of approval or consent, the companies so consolidating shall become one corporation, and the said consolidating corporations shall become merged in the new corporation provided for in said articles, and shall be known thereafter by the corporate name therein adopted, and shall within this state possess all the powers, franchises, and immunities, including the right of further consolidation with other corporations under this section, and be subject to the same liabilities and restrictions imposed by the laws of this state upon other railroad companies, and shall in addition possess such powers, franchises, and immunities, and be liable to such special restrictions and liabilities, as the said consolidated corporations were within this state possessed of or subject to under any laws of this state peculiarly applicable to them or either of them at the time of such consolidation. Rewritten 1881, p. 305. may consolidate with or not. 547. Every railroad company heretofore organized, or which may be hereafter organized under this subdivision, or which may accept the same as is hereinbefore provided, is hereby empowered to extend their road into or through any other state or territory, under such regulations as may be prescribed by the laws of such state or territory through which said road may be extended; and the rights and privileges over said extension, in the construction and use of said railroad for the benefit of said company, and controlling and applying the assets of said company, shall be the same as if their railroads had been constructed wholly within Is not in conflict with constitution; railroad incorporated in this state this state. 548. Every railroad company heretofore organized, or which may hereafter be organized under this subdivision, or which may accept the same as is hereinbefore provided, and which may have constructed or commenced the construction of their road so as to meet and connect with any other railroad in an adjoining state or territory, at the boundary line of this state, shall have the power to made such contracts and agreements with any such roads constructed in an adjoining state or territory for the transportation of freight and passengers, or for the use of its said road, as to the board of directors may seem proper. FOREIGN COMPANIES. Sec. 549. "An act to legalize the incorporation of certain railroad companies of the state of Nebraska." 1873. In force February 14. G. S., p. 206. 549. That any railroad company which has been organized under the laws of the states of Iowa, Kansas, or Missouri, and which has heretofore extended its line of railroad in this state, or built any portion of its line of road in this state, and has filed a true copy of its original articles of incorporation in the office of the secretary of state of this state, is, from the time of filing said copy of its original articles of incorporation as aforesaid, hereby declared to be a legal corporation of this state, and entitled to all the rights, privileges, and franchises of railroad companies organized under and pursuant to the laws of the state of Nebraska. Construed and held valid. Stout v. S. C. & P. R. R., 8 Fed. Rep., 796. Sec. 550. "An act to amend an act entitled 'An act to authorize non-resident railroad companies to build roads in Nebraska.' Approved February 12, 1869. 1879, p. 106. In force June 1. 550. That any railroad company heretofore organized under the laws of the states of Kansas, Missouri, Iowa, Minnesota, or territory of Dakota, or any company so organized under the laws of another state whose road may extend across any one or part of any one of these states or said territory, is hereby authorized to extend and build its road into the state of Nebraska. And such railroad company shall have and possess all the powers, franchises and privileges, and be subject to the same liabilities of railroad companies organized and incorporated under the laws of this state; Provided, Such non-resident company shall first file a true copy of its articles of incorporation with the secretary of this state, and shall comply with the laws of the state of Nebraska, as to filing and recording articles of incorporation, and in all things required by law relating to railroads, and otherwise in this state, and such non-resident railroad company shall keep an office in this state in some county in which its road is, or is proposed to be, and shall be liable to civil process, to be sued and to sue, as provided by law. |