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route; and for such purpose, by its officers, agents or servants, may enter upon the lands or waters of any person or corporation, but subject to responsibility for all damages which shall be occasioned thereby.

Second-To take and hold such voluntary grants of real estate and other property as shall be made to it, in aid of the construction and use of its railway, and to convey the same when no longer required for the uses of such railway, not incompatible with the terms of the original grant.

Third―To purchase, hold and use all such real estate and other property as may be necessary for the construction and use of its railway, and the stations and other accommodations necessary to accomplish the object of its incorporation, and to convey the same when no longer required for the use of such railway.

Fourth-To lay out its road, not exceeding one hundred feet in width, and to construct the same; and for the purpose of cuttings and embankments, to take as much more land as may be necessary for the proper construction and security of the railway; and to cut down any standing trees that may be in danger of falling upon or obstructing the railway, making compensation therefor in manner provided by law.

Fifth-To construct its railway across, along or upon any stream of water, watercourse, street, highway, plank road, turnpike or canal, which the route of such railway shall intersect or touch; but such corporation shall restore the stream, watercourse, street, highway, plank road and turnpike thus intersected or touched, to its former state, or to such state as not innecessarily to have impaired its usefulness, and keep such crossing in epair: Provided, that in no case shall any railroad company construct a roadbed without first constructing the necessary culverts or sluices, as the natural lay of the land requires for the necessary drainage thereof. Nothing n this Act contained shall be construed to authorize the erection of any ridge, or any other obstruction, across or over any stream navigated by teamboats, at the place where any bridge or other obstructions may be proposed to be placed, so as to prevent the navigation of such stream; nor o authorize the construction of any railroad upon or across any street in any city, or incorporated town or village, without the assent of the corporaion of such city, town or village: Provided, that in case of the constructing of said railway along highways, plank roads, turnpikes or canals, such railway shall either first obtain the consent of the lawful authorities having control or jurisdiction of the same, or condemn the same under the provisions of any eminent domain law now or hereafter in force in this State. [See "Cities," etc., ch. 24, § 62, items 26, 27, 90. See note 5 Jones & Addingons Ann. Statutes p. 5193.]

Sixth-To cross, intersect, join and unite its railways with any other ailway before constructed, at any point in its route, and upon the grounds of such other railway company, with the necessary turnouts, sidings and witches, and other conveniences, in furtherance of the objects of its conections; and every corporation whose railway is or shall be hereafter ntersected by any new railway, shall unite with the corporation owning uch new railway in forming such intersections and connections, and grant he facilities aforesaid; and if the two corporations cannot agree upon the mount of compensation to be made therefor, or the points and manner of uch crossings and connections, the same shall be ascertained and determined n manner prescribed by law.

NOTE. With respect to track connections, enlarged powers are conferred, nd duties imposed, by the Public Utilities Commission Law. Paragraph 6, above, hould be construed in conjection with sections 45 and 46 of the Public Utilities Commission Law. Ante, 45, 46.

Seventh-To receive and convey persons and property on its railway, y the power and force of steam or animals, or by any mechanical power. Eighth-To erect and maintain all necessary and convenient buildings nd stations, fixtures and machinery, for the construction, accommodation nd use of passengers, freights and business interests, or which may be ecessary for the construction or operation of said railway.

NOTE. The State Public Utilities Commission has the power to compel a public tility or any two or more public utilities to construct needful additions and im

provements and make necessary changes, extensions and repairs. (Public Utilities Commission Law, Sec. 50.) Ante, 50.

Ninth To regulate the time and manner in which passengers and property shall be transported, and the compensation to be paid therefor subject, nevertheless, to the provisions of any law that may now or here after be enacted. [See § 25, 27.]

NOTE. The Commission may fix rates and regulations, has control over joint rates and is authorized to investigate all existing or proposed interstate charges The Comission is empowered also to determine the question of the adequacy or inadequacy of the service afforded by a railroad or a street railway. (Public Utilities Commision Law, Secs. 41, 42, 43, 51.) Ante, 41, 42, 43, 51.

Paragraph 10, which follows, is impliedly repealed: "Tenth-from time to time, to borrow such sums of money as may be necessary for completing, finishing improving or operating any such railway, and to issue and dispose of its bonds for any amount so borrowed, and to mortgage its corporate property and fran chises to secure the payment of any debt contracted by such corporation for the purposes aforesaid; but the concurrence of the holders of two-thirds in amount of the stock of such corporation, to be expressed in the manner and under all the conditions provided in the fifteenth section of this Act, shall be necessary to the validity or any such mortgage; and the order or resolution for such mortgage shal be recorded as provided in the second section of this Act; and the directors of such corporation shall be empowered, in pursuance to any such order or resolution, to confer on any holder of any bond for money so borrowed, as aforesaid, the right to convert the principal due or owing thereon into stock of such corporation, at any time not exceeding ten years after the date of such bond, under such regu lations as may be provided in the by-laws of such corporation." [See 30-33) This portion of the railroad incorporation Act is in conflict with the previsions of the Public Utilities Commission Law pertaining to the creation of indebtedness and the issuance of stocks and bonds. See Public Utilities Commission Law, Secs. 20, 21, 23; Ante, 20, 21, 23.

122. What Personal Property.

§ 20. The rolling stock and all other movable property belonging to any such corporation, shall be considered personal property, and shall be liable to execution and sale, in the same manner as the personal property of individuals. [See Const., Art. 11, § 10.]

123. Issue of Stocks and Bonds Limited, Etc.

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NOTE.-Sections 21 and 22 of the railroad incorporation Act read: "Issue of stock and bonds limited.] § 21. No such corporation shall issue any stock or bonds, except for money, labor or property actually received and applied to the purposes for which such corporation was organized. All stock dividends, and other fictitious increase of the capital stock or indebtedness of any such corporation, shall be void. [See Const., Art. 11, § 13.] Consolidation.] § 22. No such corporation shall consolidate its capital stock with any other railway owning a parallel or competing line. And in no case shall any consolidation take place, except upon sixty days' notice thereof given, which notice shall be given in manner and form as prescribed in the fifteenth section of this Act." [See Const., Art. 11, § 11.] These sections are superseded by the provisions of the Public Utilities Commission Law relating to the creation of indebtedness and the issuance of stocks and bonds (Public Utilities Commision Law, Secs. 20, 21, 23), ante 80, 21, 23, and pertaining to inter-corporate relations (Public Utilities Commission Law, Sec. 27.) Ante, 27.

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Sections 23 and 24 of the old law read: ["Annual report.] § 23. The directors of every such corporation shall annually make a report, under oath, to the auditor of public accounts, and to such other officers as may be designated by law, of all its actings and doings, which, in part shall include such matters relating to such corporations as may be now or hereafter prescribed by law. [See Const., Art. 11. § 9.] [Power of legislature.] $ 24. The General Assembly shall have power to enact, from time to time, laws to prevent and correct abuses, and to prevent unjust discriminations and extortions in the rates of freight and passenger tariff, and to establish reasonable maximum rates of charges for the transportation of persons or property on any railway that may be constructed under the provisions of this Act, and to enforce such laws by adequate penalties to the extent, if necessary for that purpose, of forefiture of the property and franchises of any such corpor ation." [See Const.. Art. 11. § 15.] These provisions are made nugatory by virtue of the general powers conferred upon the Public Utilities Commission, and espec ially the authority to compel accounts to be kept and reports to be submitted (Public Utilities Commission Law, Secs. 11, 19). ante, 11, 19, to supervise and inquire into the management of the business of public utilities (Public Utilities Commission Law, Sec. 8,) ante, 8, to fix rates and regulations, including joint rates and interstate charges (Public Utilities Commission Law, Secs. 41, 42, 43), ante, 41, 42, 43, and to enforce arrangements for a reasonable and efficient interchange of traffic (Public Utilities Commission Law, Sec 44.) Ante, 44.

127. Cumulative Voting.

25. In all elections for directors or managers of such railway corporations every stockholder shall have the right to vote, in person or by proxy, For the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors, multiplied by the number of his shares of stock, shall equal; or to distribute them, on the same principle, among as many candidates as he shall think fit; and such directors or managers shall not be elected in any other manner. [See § 8; also, Const., Art. 11, § 3.]

NOTE.-Section 25% of the railroad incorporation Act reads: ["Rates when aid induced.] 8252. In all cases when any corporation organized under this Act to induce aid in its construction, either by donation or subscription to its capital stock, shall desire to fix the rates for any period of time for the transportation of passengers or freight, such corporation may adopt a resolution fixing such rates, and the time for which the same is to be fixed, and have the same recorded in the office of the recorder of deeds in the several counties through which said road is proposed to be run; and during the time for which they are fixed, said rates shall in no case be amended by said corporation or its successors: Provided, that said rates shall not exceed the rates allowed by law." This section is repugnant to the provisions of the Public Utilities Commission Law giving the Commission power to fix rates and regulations, to control joint rates and have supervision over interstate charges, and is therefore impliedly repealed. See Public Utilities Commission Law, Secs. 41, 42, 43. Ante, 41, 42, 43.

128.

Limitation-Beginning and Completion.

§ 26. If any railway corporation organized under this Act, shall not, within two years after its articles of association shall be filed and recorded as provided in the second section of this Act, begin the construction of its road, and expend thereon twenty-five per cent on the amount of its capital, within five years after the date of its organization, or shall not finish thẹ road and put it in operation within ten years from the time of filing its articles of association, as aforesaid, its corporate existence and powers shall cease.

NOTE. See Chicago & E. I. R. C. v. Wright 153 Ill. 307; Morrison v. Forman 177 Ill. 427.

129. Repeal-Saving-Benefits of Act, Etc.

§ 27. That an Act entitled "An Act to amend 'An Act to provide for a general system of railroad incorporations,' approved November 5, 1849," approved February 13, 1857, and also all of an Act entitled "An Act to provide for ageneral system of railroad incorporations," approved November 5, 1849, except the sections of the last named Act numbered 34, 35, 36, 37, 38, 39, 40, 41, 42 and 45,* and all laws in conflict with the provisions of this Act, be and the same are hereby repealed: Provided, however, that all general laws of this State in relation to railroad corporations, and the powers and duties thereof, so far as the same are not inconsistent with the provisions of this Act, shall remain in force and be applicable to railroad incorporations organized under this Act. The repeal of the Acts and parts of Acts mentioned in this section shall not be construed so as to effect any rights acquired thereunder; but all corporations formed or attempted to be formed under such Acts or parts of Acts, notwithstanding any defects or omissions in their articles of association, may, if they will adopt or have adopted this Act, be entitled to proceed thereunder, and have all the benefits of this Act; and all such corporations that have adopted or that will adopt this Act, are hereby declared legal and valid corporations, within the provisions of this Act, from the date of the filing of their respective articles of association. And the fixing of the termini by any such corporation shall have the same effect as if fixed by the General Assembly: Provided, that all corporations to which this Act shall apply shall be held liable for, and shall carry out and fulfill all contracts made by them, or for, or on their behalf, or of which they have received the benefit, whether such corporation, at the time of the making of such contract or contracts, was organized, or had attempted to organize, under the general laws of the State of Illinois, or not; whether said contract was for right-of-way, work and labor done, or materials furnished, or for the running of trains or carrying passengers or

freight upon such road, or upon any other road in connection therewith. And if such corporation has or does take possession of or use such right-ofway, labor or material so furnished by other persons or corporations, it shall be evidence of it acceptance of such contract so entered into by such person or corporation with said persons or corporations for its benefit. And upon said corporation failing to pay said sum as it ought equitably to pay for such right-of-way, labor or materials, or fail to carry out such содtracts as aforesaid, so made with persons or corporations, it shall be held liable in an action at law or in chancery for the recovery of the value of said right-of-way, labor or materials, and for damages for non-fulfillment of such contract, in any court of competent jurisdiction in any county through which the road of such corporation may be located: And, provided, further, that this Act shall not in any manner legalize the subscription of any township, county or city to the capital stock of any railroad company, nor authorize the issuing of any bonds by any township, city or county in payment of any subscription or donation. [As amended by Act approved April 26, 1873. In

force July 1, 1873.]

NOTE. The whole of the Act of November 5, 1849, was repealed March 31, 1874. [See Hurd's Revised Statutes, 1917, Ch. 131, Sec. 135.]

AN ACT to require corporations to have and maintain a public office, or place in the State of Illinois where transfers of stock may be made, and to enforce the provisions of section nine (9), article eleven (11) of the Constitution of Illinois. [Approved June 18, 1883. In force July 1, 1883. L. 1883, p. 128; Legal News Ed., p. 102.] (Hurd's Revised Statutes, 1917, Ch. 114, Secs. 30-34.) 130. Shall Have Public Office-Book with Transfers of Stock Registered.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: Each and every railroad corporation, organized or doing business in this State, under the laws or authority thereof, shall have and maintain a public office, or place in this State for the transaction of its business, where transfers of shares of its stock shall be made by such railroad corporation, upon the request of the owner of shares thereof, presenting the certificate thereof. Every such railroad corporation shall keep a book in which the transfers of shares of its stock shall be registered, and another book containing the names of its stockholders, which book shall be open to the examination of the stockhkolders.

NOTE. It is provided by the Public Utilities Commission Law that "each public utility shall have an office in one of the cities, villages or incorporated towns in this State in which its property or some part thereof is located, and shall keep in said office all such books, accounts, papers, records and memoranda as shall be ordered by the Commission to be kept within the State." Further: "The address of such office shall be filed with the Commission. No books, accounts, papers, records or memoranda ordered by the Commission to be kept within the State shall be at any time removed from the State, except upon such conditions as may be prescribed by the Commission." (Public Utilities Commission Law, Sec. 16.) Ante, 16.

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§ 2. Any railroad corporation-organized or doing business in this State under the laws or authority thereof, or failing to comply with the provisions of section one (1), of this Act, within niety (90) days after the taking effect of this Act, shall upon conviction thereof, be fined in any sum not less than one thousand dollars ($1,000), nor more than two thousand dollars ($2,000). In case any such railroad corporation shall fail to comply with the provisions of said section one (1) within six months after the taking effect of this Act it shall, upon conviction thereof, be fined in any sum, not less than two thousand dollars ($2,000), nor more than four thou sand dollars ($4,000); and for every year after the taking effect of this Act, any such railroad corporation shall fail to comply with the provisions of said section one (1), it shall, upon conviction, be fined not less than four thousand dollars ($4,000): Provided, that in all cases under this Act either party shall have the right of trial by jury:

NOTE.-Sections 3, 4 and 5 of this Act read as follows: ["Fines recovered in action of debt.] § 3. The fines hereinbefore provided for, may be recovered in an action of debt in the name of the People of the State of Illinois.

[Duty of

commissioners.] § 4. It shall be the duty of the Railroad and Warehouse Commissioners to personally investigate and ascertain whether the provisions of this Act are violated by any railroad corporation in this State; and whenever the facts in any manner ascertained by said commissioners shall, in their judgment, warrant such prosecution, it shall be the duty of said commissioners to immediately cause suits to be commenced and prosecuted against any railroad corporation which may violate the provisions of this Act. Said suits and prosecutions may be instituted in any county in this State, through or into which the line of the railroad corporation sued for violating this Act may extend. And such Railroad and Warehouse Commissioners are hereby authorized to employ counsel to assist the Attorney General in conducting such suit on behalf of the State. No such suits commenced by said commissioners shall be dismissed, except said Railroad and Warehouse Commissioners and the Attorney General shall consent thereto. [Fines to be used for county purposes.] $ 5. All fines recovered under the provisions of this Act shall be paid into the county treasury of the county in which the suit is tried, by the person collecting the same in the manner now provided by law, to be used for county purposes." These provisions are annulled by virtue of section 79 of the Public Utilities Commission Law, making it the duty of the Commission to enforce the provisions of the Constitution and statutes affecting public utilities; section 81 of the Public Utilities Commission Law, transferring to the Commission the jurisdiction formerly attaching to the Board of Railroad and Warehouse Commissioners; and section 78 of the Public Utilities Commission Law, prescribing the mode of recovering penalties. Ante, 8, 79.

The following enactment of the Legislature is repealed by implication: "An Act to enable railroad companies to borrow money and to mortgage their property and franchises therefor," approved May 7, 1873; in force July 1, 1873. (Hurd's Revised Statutes 1917, Ch. 114, Secs. 35, 36, 37, 38.) The Act is repugnant to the provisions of the Public Utilities Commission Law respecting the creation of indebtedness and the issuance of bonds. (Public Utilities Commission Law, Secs. 20, 21, 23.) Ante, 20, 21, 23.

IV. RAILROADS-CONSOLIDATION.

[Ap

AN ACT to provide for the consolidation of certain railroad corporations. proved June 14, 1883. In force July 1, 1883. L. 1883, p. 124; Legal News Ed., p. 101.] Hurd's Revised Statutes 1917, Ch. 114, Secs. 39-41.)

132. What Railroads May Consolidate-How.

SECTION 1. Be it enacted by the People of the State of Illinois, repre sented in the General Assembly: Whenever any railroad which is situated partly in this State, and partly in one or more other states, and heretofore owned by a corporation formed by consolidation of railroad corporations of this and other states, has been sold pursuant to the decree of any court or courts of competent jurisdiction, and the same has been purchased as an entirety, and is now, or hereafter may be, held in the name or as the property of two or more corporations incorporated respectively under the laws of two or more of the states in which said railroad is situated, it shall be lawful for the corporation so created in this State to consolidate its property, franchises and capital stock with the property, franchises and capital stock of the corporation or corporations of such other state or states in which the remainder of such railroad is situated, and upon such terms as may be agreed upon between the directors, and approved by the stockholders owning not less than two-thirds in amount of the capital stock of such corporations. Such approval may be given by the stockhkolders of such corporation of this State at any time, in writing or by vote, at any annual or special meeting, upon sixty days' notice given by publication in any newspaper published in the county where the general office of such company is situated, and such meeting is to be held: Provided, that no consolidation shall take place with any railroad owning a parallel or competing line; and a majority of the directors of such consolidated company shall be citizens and residents of this State; and where the line of the road of the original company has been located in this State and aid in the construction thereof voted by any municipality by way of subscription or donation and received by the company, and the road as so located not yet completed, then the consolidated company shall have no power or right to change such line as so located so as to make the same substantially different from the line so located at the time the aid was voted.

NOTE. The foregoing section should be construed in connection with section 22 of the Public Utilities Commission Law, concerning consolidation and reorganization, and is to be understood as being subject to the provisions thereof. It

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