containing the alterations, improvements or amendments which they may desire to make to the original act of incorporation, which act shall be handed to the district attorney for his opinion as to the legality of the alterations, amendments or improvements proposed, and he shall give his opinion touching the legality of the same; and in case of the refusal or neglect of the district attorney to give the certificate required, the parties may take rule on him to show cause, as provided in the preceding section; which certificate of the district attorney, or opinion of the judge, shall be recorded in the manner and form required above. D. Sec. 1166. corporations. Sec. 680. Such corporation shall have full power and authority to make, have and use a common seal, with such device and Powers of such inscription as they shall respectively deem proper, and the same to break, alter and amend at their pleasure, and by the name, style and title by them respectively provided and declared aforesaid, shall be capable in law to sue and be sued, and shall be authorized and empowered to make rules, by-laws and ordinances, and do every thing needful for their good government and support not repugnant to the constitution and laws of the United States, to the constitution and laws of this State, or to the instrument upon which the corporations respectively are formed and established. powers and Sec. 681. Said corporation shall be capable in law, according to the terms and conditions upon which the said corporations Additional are formed and established, to take, receive and hold all manner privileges. of land, tenements, rents and hereditaments, and any sum of money, and any manner and portion of goods and chattels, given and bequeathed unto them or acquired by them in any manner respectively; to be employed and disposed of according to the objects, articles and conditions of the instrument upon which the corporations respectively are formed and established, or according to their articles and by-laws, or of the will and intention of the donors. See. 682. No corporation, organized by authority of this act, shall hold property of a value exceeding three hundred thou- Restrictions sand dollars. No church corporation or minister of the gospel, upon such corfor himself or the benefit of a church corporation, shall be allowed to accept a bequest made in articulo mortis. C. C. 11, 1519 (1506), 2031 (2026); C. N. 900; D. Sec. 1736. ORGANIZATION OF CORPORATIONS FOR WORKS OF PUBLIC IM- porations. Sec. 683. It shall be lawful for any number of persons, not less than six, on compliance with the provisions following, to form themselves into and constitute a corporation for the fol- Manner of lowing purposes, to wit: For the construction, working and forming cormaintenance of railroads, canals, plankroads, bridges, ferries, and other works of public improvement, whether within or without porations. Lawful objects. Duration and porations. the limits of this State; to effect fire, marine, river and life insurance; to carry on manufactures of cotton, woolen, linen, silk, and hempen cloths and cordage; to construct and carry on works to supply cities or towns with gas or water; to compress cotton; to construct and carry on iron, brass and copper founderies; to construct and maintain dry docks or floating docks for the building or repairing of ships and other vessels; to manufacture iron, copper, lead, or other metals, earthenware or stoneware, engines, cotton-gins, machinery, paper, gunpowder, agricultural implements; to establish companies for refining sugar, and for sea navigation by steam; to create lines of telegraph, and to establish chemical laboratories and manufactures of all kinds; to open and work mines; to construct and maintain docks, steamships and other vehicles for the transportation of freight and passengers, and for the development of the agricultural resources of the State, and for the promotion of immigration, and generally all works of public utility and advantage. No corporation shall engage in mercantile or in commission brokerage, stock-jobbing, exchange or banking business of any kind. C. C. 432 (423), 433 (424). Act 1868, p. 73. Sec. 684. Said corporations shall have power and authority, first, to have and to enjoy succession by their corporate name, for the period expressed in their act of incorporation, not expowers of cor- ceeding twenty-five years; second, to contract, sue and be sued in their corporate name; third, to make and use a corporate seal; fourth, to hold, receive, purchase and convey, under their corporate name, property, both real and personal; fifth, to name and appoint such managers, directors and officers as their interest and convenience may require; sixth, to make and establish such by-laws for the proper management and regulation of the affairs of the corporation as may be necessary and proper. What shall be the charter of said corporа tions. Act 1855, p. 182. Sec. 685. Every charter of incorporation shall contain, first, the name and title of the corporation, and the place chosen for contained in its domicile; second, a description of the purposes for which it is established, the nature of the business to be carried on, and the designation of the officer on whom citation may be served ; third, the amount of the capital stock, the number of shares, the amount of each share and the time when and the manner in which payment on stock subscribed shall be made; fourth, the mode in which the elections of directors or managers shall be conducted; fifth, the mode of liquidation at the termination of the charter. recorded and published. Sec. 686. The charters of corporations, and the original subscriptions made for the purpose of organizing them, shall be Charter to be recorded in the office of the recorder of mortgages, or other officer exercising his functions, at the place selected for the domicile of the corporation, and shall be published in a newspaper at its domicile once a week, at least for thirty days, but it shall not be necessary to publish the names of the subscribers; and any subscriber may present the charter and subscriptions for record with the recorder of mortgages. Charter, how dissolved. Sec. 687. It shall be lawful for the stockholders of any corporation, at the general meeting convened for that purpose, to make any modifications, additions or changes in their act of in- amended or corporation, or to dissolve it with the assent of three-fourths of the stock represented at such meeting; any such modification, addition, change or dissolution shall be recorded as required by the preceding section. feited for in Sec. 688. They shall forfeit their charter for insolvency, evidenced by a return of no property found on execution; and in Charter forsuch case it shall be the duty of the district court, at the in- solvency. stance of any creditor, to decree such forfeiture, and to appoint a commissioner for effecting the liquidation, whose duty it shall be to convert all the assets of the company, including any unpaid balances due by stockholders on their shares, into cash, and How liquidato distribute the same under the direction of the court amongst the parties entitled thereto, in the same manner, as near as may be, as is done in cases of insolvency of individuals. C. C. 447 (438); D. Sec. 731, 1781. 6 R. 387; 4 A. 232; 9 R. 362; 1 A. 8; 10 R. 460; 14 A. 828; 6 A. 457; 9 A. 341; 12 A. 285; 16 A. 27; 16 A. 53. ted. The streets of towns not to be Sec. 689. No railroad, plankroad or canal shall be constructed cities and through the streets of any incorporated city or town, without used without the consent of the municipal council thereof. the consent of the authori stockholders. rations whose Sec. 690. No stockholder shall ever be held liable or respon- ties. sible for the contracts or faults of such corporation in any further sum than the unpaid balance due to the company on the Liability of shares owned by him; nor shall any mere informality in organization have the effect of rendering a charter null or of exposing a stockholder to any liability beyond the amount of his stock. Sec. 691. In all cases where railroads, plankroads or canals shall cross any highway, the corporation shall so construct the Duty of corpoworks as not to hinder, impede or obstruct its safe and conven- works cross ient use; and in all cases where railroads, plankroads or canals public roads or shall be constructed or dug across any plantation or land in cul- streams. tivation, or that may be cultivated, the corporation shall so construct the work as not to hinder, impede or obstruct the drainage of the land; and if any railroad or plankroad shall, in its course, cross any tide waters or navigable rivers or streams, the company may erect for the sole and exclusive use of such railroad or plankroad, the bridges required for crossing, but such bridges shall be so constructed as not to obstruct or necessarily impede the navigation of said waters or streams. Sec. 692. In addition to the powers conferred by law upon railroad companies, any railroad company established under the laws of this State may borrow from time to time such sum of money as may be required for the construction or repairs of any railroad, and for this purpose may issue bonds or their obligations, secured by mortgage upon the franchises and all the property of said companies, and payable at such times and places as the president and directors may designate, with power to sell, navigable Power to bormoney by issue of bonds secured by mortgage. Mortgage, when recorded pledge or otherwise dispose of said bonds, on such terms as the said president and directors may deem expedient. D. Sec. 2396, 2427. Act 1856, p. 205, Sec. 693. A mortgage made by any company, as aforesaid, shall be binding in the several parishes through which a railroad to be binding may pass by the record of the mortgage in the parish where the principal office or domicile of the company may be located, and such mortgage need not be re-inscribed to continue it in force. The president and directors of any company may confer on the holder of any bond or bonds issued for money for the use of Right may be said company the right to convert the principal due thereon into convert bonds the stock of said company at any time, not exceeding ten years granted to into capital stock. Provided. Certified coppapers may be from the date of said bond or bonds, under such regulations as the president and directors may adopt; Provided, That nothing in this act shall be so construed as to authorize an increase in the capital stock of any railroad company. D. Sec. 2397, 2428. Sec. 694. Copies of all the books and records kept by the several railroad companies in this State, including extracts from ies of certain the stock books and minutes of the proceedings of the director, received in ev- certified by the secretaries of said companies, under the seal of idence. the company, shall be received in all the courts of this State as evidence in place of the originals. Governor of the vote of the D. Sec. 2398. Sec. 695. The governor of the State of Louisiana and the mayor of New mayor of the city of New Orleans be, and they are hereby, auOrleans to cast thorized and required to cast the vote of the stock owned by stock owned the State of Louisiana and the city of New Orleans, respectively, and the city of in all meetings of stockholders for the election of directors of in all the meet- said companies, in the same manner and to the same extent as holders for the individual and private stockholders vote therein. by the State New Orleans ings of stock election of directors. Right of nies. D. Sec. 1660. Act 1860, p. 186. TELEGRAPH COMPANIES. Sec. 696. Corporations formed under the laws of this State for the purpose of transmitting intelligence by magnetic telegiven to tele- graph shall have the right of way over all lands owned by the graph compa- State, and over any highways or navigable waters, but shall so construct their works as not to interfere with, impede or hinder the free use of the highways or navigable waters or the drainage or natural servitudes of the land over which the right of way may be exercised. Duty of tele graph compa nies to trans mit certain dispatches. D. Sec. 3760. Act 1855, p. 109. Sec. 697. All telegraph companies shall be bound, on application of any officer of this State, or of the United States, in the event of any war, insurrection or resistance of public authority, or whenever it may be necessary for the prevention of crime, or the arrest of persons accused of crime or fleeing from justice, to give their communications immediate dispatch; and if any officer, clerk or operator shall refuse or intentionally omit to transmit such communication, or shall designedly alter or falsify the same for any purpose whatever, he shall be deemed guilty of a misdemeanor, and, upon conviction thereof, shall be fined not exceeding one thousand dollars and imprisoned not Penalty for longer than one year. It shall further be their duty to transmit failure to do all communications which are not immoral or contrary to law or public policy that are presented by persons offering to pay the usual rates therefor, and in the order in which the applications are made. D. Sec. 923, 3761. TO PROVIDE FOR THE EXPROPRIATION OF LANDS FOR RAIL- Sec. 698. Whenever any corporation, constituted under the laws of this State, for the construction of a railroad, plankroad, So. dividuals, how turnpike road, or a canal for navigation, or for the purpose of Expropriation transmitting intelligence by magnetic telegraph, can not agree of lands of inwith the owner of any land which may be wanted, for its pur-dividu chase, it shall be lawful for such corporation to apply by petition to the judge of the district court in which such land may be situated, or if it extends into two districts, to the judge of the district in which the owner thereof resides; and if the owner does not reside in either district, then to the judge of either district, describing the lands necessary for their purposes, with a plan of the same, and a statement of the improvements thereon, if any, and the name of the owner thereof, if known and present in the State, with a prayer that the land be adjudged to such corporation, upon the payment to the owner of all such damages as he may sustain in consequence of the expropriation of his land for such public work. All claims for land, or damages to the Claim for damowner, caused by its expropriation for the construction of any prescribed. public works, shall be barred by two years' prescription, which shall commence to run from the date at which the land was actually occupied and used for the construction of the works. C. C. 497 (489), 2630; D. Sec. 479. Act 1855, p. 32. ages, when be had in as Sec. 699. On presentation of such petition to the judge, it shall be his duty to indorse thereon an order directing the clerk Proceedings to of the court to give notice to the owner according to law. The sessing damclerk shall thereupon issue a copy of the petition and order, to- ages. gether with a notice of the time at which a jury will be empaneled to assess the value of the land described in the petition, to the sheriff, who shall make service and return therefor as in ordinary cases. C. C. 2631; D. Sec. 1480. Sec. 700. Immediately after the order shall have been made by the judge, it shall be the duty of the clerk and sheriff to make a list of forty-eight freeholders, residents of the parish in A jury of freewhich the land lies, and not interested in the issue to be tried; summoned. from which list twenty-four shall be drawn and summoned to at holders to be |