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EXTENSION AND DISSOLUTION OF CORPORATIONS.

Section 3905.

Proceedings to disincorporate.

Section 3906. On dissolution, directors to be trustees for creditors.
Section 3907. Any corporation may exend its corporate existence, how.
Section 3908. Title I, to apply to all corporations with certain exceptions.

3905. (§ 560.) A corporation is dissolved:

1. By the expiration of the time limited by its charter; or,

2.

By a judgment of dissolution, in the manner provided by the Code of Civil Procedure, title VI., part III., and chapter V., of title X., part II. 3. By an act of Legislative Assembly.

3906. (§ 561.) Unless other persons are appointed by the court, the directors of such corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation, and as such trustees are authorized to execute all grants of real estate owned by such corporation.

3907. (§ 562.) Every corporation formed for a period less than twenty years may at any time prior to the expiration of the term of its corporate existence extend such term to a period not exceeding twenty years from its formation. And every corporation may extend the period of its existence for an additional term not exceeding twenty years, after the expiration of the period for which it was formed, as follows: Such extension may be made at any meeting of the stockholders or members called by the directors expressly for considering the subject, if voted by stockholders representing two-thirds of the capital stock, or by two-thirds of the members, or be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the county clerk where the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of state, and thereupon the term of the corporation shall be extended for the specified period.

3908. (§ 563.) The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision of this title, in which case the special provision prevails.

H. P. T. Co. vs. Spratt, 35 Mont. 108.

RAILROAD CORPORATIONS-GENERAL POWERS.

Section 4271. May construct and operate railroads.

Section 4272.

Section 4273.

Section 4274.

Section 4275.

Section 4276.

Section 4277

Section 4278.

Section 4279.

Section 4280.

Section 4281.

Section 4282.

Section 4283.

Section 4284.

Section 4285.

Section 4286.

Capital stock.

Sale of delinquent stock.

Books to be opened for subscription. Election of directors.
Powers of a railroad corporation.

Right of way in canyon.

Survey, annual work, and completion of road.
Railroads on reservations.

May change location or grade.

May borrow money and secure payment.
May buy and sell necessary real estate.
May divert treams, etc.

Principal office.

May maintain telegraph line.

State not responsible for debts of railroad.
Liability to employe.

Section 4287. May increase capital stock.

Section 4288.
Section 4289.
Section 4290.
Section 4291.
Section 4292.

Section 4293.

May accept provisions of act of congress
Regulations.

Annual report, what to contain.
May extend line into Montana.
Two or more may consolidate.

May lease or purchase other railroads.
Section 4294. May issue and secure bonds.
Section 4295.

Judgment against.

4271. (§ 890.) Any railroad corporation shall be authorized to locate, construct, maintain, and operate a railroad with a single or double track, with such side tracks, turnouts, machine shops, offices and depots as may be necessary between any points it may select within the places named in the articles of incorporation as termini of such road, and it may construct branches to any point in this state, and connect its road with that belonging to any other person or corporation, and may consolidate with any road not a parallel or competing line.

State ex rel. vs. Rotwitt, 34 Mont. 535.

Daly Bank Etc. Co. vs. Street Ry. Co., 32 Mont. 294.

4272. (§ 891.) The capital stock of such corporation shall consist of such sum as may be named in the articles of incorporation, in shares of one hundred dollars each; such shares shall be regarded as personal property. An installment of ten per centum on each share of stock shall be paid at the time of making the subscription, and the residue thereof shall be paid in installments, not exceeding twenty-five per centum on the capital stock, which installments shall not be called for more frequently than once in three months, and shall be payable at the principal office of the corporation to such persons as may be required by the directors.

4273. (§ 892.) If any installment of stock shall remain unpaid for sixty days after the time specified for payment thereof, whether such stock is held by the original subscriber or his assignee, trustee or successor in interest, the directors may sell the stock so unpaid at public auction for the installment then

due thereon, first giving thirty days public notice of the time and place of sale in some newspaper of general circulation in this State and by written notice sent by mail within five days after default made, to each stockholder who is in default and whose name appears upon the books of the corporation, directed to him at his place of residence, or if that is not known to the secretary, then to his address as last reported by the secretary of the corporation; and if any residue of money shall remain after paying the amount due on said stock, the same shall, on demand, be paid over to the owner; but where any stock shall have belonged to a person deceased, the claim for installments shall not be liable to sale hereunder until a failure by the personal representative of the deceased owner to pay the installments due in regular course of administration.

4274. (893.) The persons named in said articles of incorporation, or a majority of them, shall be authorized to order books to be opened for receiving subscriptions to the capital stock of said corporation, at such time or times and at such place or places as they may deem expedient, after having given at least thirty days' notice in a newspaper of general circulation in this state, of the time and place of opening books; and as soon as five per centum on the capital stock shall be subscribed, they may give like notice for the stockholders to meet at such time and place, within the state, as they may designate, for the purpose of electing five or more directors, who shall continue in office until the time fixed for the annual election, which time shall be within six months from the date when such directors were elected, and until their successors are elected and qualified; at the time and place appointed directors shall be elected in the manner provided in section 3835 (436) of this code.

After the first election of directors, no person save the personal representatives of deceased persons, as aforesaid, shall vote on any share on which any installment is in default by reason of the non-payment thereof, after the expiration of the thirty days' notice of sale hereinbefore provided for. The persons named in such articles, or such of them as may be present, shall be inspectors of such election, and shall certify what persons are elected directors, and appoint the time and place for holding their first meeting. A majority of said directors shall form a board and be competent to fill vacancies therein, make by-laws, and transact all business of the corporation. A new election shall be annually held for directors, at such time and place as the stockholders at their first meeting shall determine, or as the by-laws of the corporation may require; and the directors elected at any election shall, so soon thereafter as may be convenient, choose one of their number to be president, and shall appoint a secretary and a treasurer of the corporation. The directors, before entering upon their duties, shall each take an oath or affirmation faithfully to discharge his duties; and they may from time to time make such dividends of the actual net profits of said corporation as they may think proper, and shall hold their offices until their successors are elected and qualified.

4275. (§ 894.) Every railroad corporation has power:

1. To cause such examination and surveys to be made as may be necessary to the selection of the most advantageous route for the railroad; and for such purposes their officers, agents, and employes may enter upon the lands or waters of any person, subject to liability for all damages which they do thereto.

2. To receive, hold, take, and convey, by deed or otherwise, as a natural person, such voluntary grants and donations or real estate and other property which may be made to it to aid and encourage the construction, maintenance, and accommodation of such railroad.

3. To purchase, or by voluntary grants or donations to receive, enter, take possession of, hold, and use all such real estate and other property as may be absolutely necessary for the construction and maintenance of such railroad, and for all stations, depots, and other purposes necessary to successfully work and conduct the business of the road.

4. To lay out its road, not exceeding in width one hundred feet on each side of its centre line, unless a greater width be required for the purpose of excavation or embankment, and to construct and maintain the same, with a single or double track, and with such appendages and adjuncts as may be necessary for the convenient use of the same.

5. To construct their road across, along, or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue, or highway, or across any railway, canal, ditch or flume, which the route of its road intersects, crosses, or runs along, in such manner as to afford security for life and property; but the corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state of usefulness, as near as may be or so that the railroad shall not unnecessarily impair its usefulness or injure its franchise.

6. To cross, intersect, join, or unite its railroad with any other railroad, either before or after construction, at any point upon its route, and upon the grounds of such other railroad corporation, with the necessary turnouts, sidings and switches, and other conveniences in furtherance of the objects of its connections; and every corporation whose railroad is, or shall be hereafter, intersected by any new railroad, shall unite with the owners of such new railroad in forming such intersections and connections, and grant facilities therefor; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections, and connections, the same shall be ascertained and determined as is provided in title VII., part III., Code of Civil Procedure.

7. To purchase lands, timber, stone, gravel, or other materials to be used in the construction and maintenance of its road, and all necessary appendages and adjuncts, or acquire them in the manner provided in title VII., part III., Code of Civil Procedure, for the condemnation of lands; and to change the line of its road, in whole or in part, whenever a majority

of the directors so determine, as is provided hereinafter; but no such change. must vary the general route of such road as contemplated in its articles of incorporation.

8. To carry persons and property on their railroad, and receive tolls or compensation therefor.

9. To erect and maintain all necessary and convenient buildings, stations, depots, fixtures, and machinery for the accommodation and use of their passengers, freight and business.

10. To regulate the time and manner in which passengers and property shall be transported, and the tolls and compensation to be paid therefor within the limits prescribed by law, and subject to alteration, change, or amendment by the legislative assembly at any time.

11. To regulate the force and speed of their locomotives, cars, trains, or other machinery used and employed on their road, and to establish, execute, and enforce all needful and proper rules and regulations for the management of its business transactions usual and proper for railroad corporations.

State ex rel. vs. Rotwitt, 34 Mont. 535.

4276. (§ 895.) Any corporation whose right of way, or whose track upon such right of way, extends through any canyon, pass or defile, shall not exclude any other such corporation from a passage through the same upon equitable terms and in case of disagreement upon application of either of the parties, with notice to the other, the same shall be adjusted by a court of competent jurisdiction; and if the passage of any such railroad through the canyon, pass or defile causes the disuse or change of location of any public wagon road, that may traverse the same, damages shall be awarded therefor, as provided by the Code of Civil Procedure, and if it shall become necessary for any other railroad company passing through the state to cross or pass any other railroad track or defile already constructed or surveyed, the same may be so done without any compensation therefor, except the actual damage done by so doing; and when two or more companies desire to pass through the same canyon, pass or defile, neither shall exclude the other from passing through the same, and neither shall have any compensation therefor, except the actual damage done by so doing; ard should it be necesssary that the said companies should use the same track or bed in passing through such canyon, pass or defile, the same may be done without any compensation therefor from one to the other, except the actual damage by so doing.

4277. (§ 896.) Every railroad corporation shall be required to complete fifteen miles upon each of its lines, branches, or extensions, each year subsequent to the passage of this title in the case of companies already organized, and each year subsequent to the filing of articles of incorporation in the case of corporations hereafter organized. But organization under this chapter shall not be deemed to confer any right to any portion of its line as designated in its articles of incorporation on which a preliminary survey and location shall not have been made, and if such corporation shall fail to comply with the requirements of this section, it shall forfeit its charter and all

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