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As to damages.

Breaking lawful going on lands of

fence of owner, &

§ 2. If the cattle of the one shall pass over or through such division fence, and go upon the lands of the other, at any point at which he is bound to build and keep in repair, he shall be responsible for the damage they may do, unless his fence is a lawful one, but shall not be responsible for damages in case they break through or pass over the fence at any point the other is bound to build and keep in repair, unless it be a lawful fence.

ARTICLE IV.

Trespass by Cattle.

§ 1. If the owner or bailee of cattle shall have a lawful fence, and they shall break through or pass over his fence, and go upon the premises of another, not inclosed by a lawful fence, he shall not be responsible for the first trespass, but shall be liable for the damages of all subsequent tres

passes.

CHAPTER 56.

INCORPORATED COMPANIES.

How formed Their Rights, Privileges, and Duties.

How company formed.

1. Any number of persons may associate themselves. Acts 1869-70, 94 together and become incorporated for the transaction of any lawful business, except banking and insurance, and for the construction of railroads; but such incorporation shall confer no powers or privileges not possessed by natural persons, except as hereinafter provided.

§ 2. Among the powers of such bodies-corporate shall be Their rights and the following:

powers.

1. To have perpetual succession.

2. To sue and be sued by the corporate name.

3. To have a common seal and alter the same at pleasure. 4. To render the shares or interests of stockholders transferable, and to prescribe the mode of making such transfers.

5. To exempt the private property of members from liability for corporate debts.

6. To make contracts, acquire and transfer property, possessing the same powers in such respects as private individuals now enjoy.

7. To establish by-laws, and make all rules and regulations

deemed expedient for the management of their affairs, not inconsistent with the Constitution or laws of this State or of the United States.

3. Before commencing any business, except that of their own organization, they must adopt articles of incorporation, which shall be signed and acknowledged by them as deeds are required to be acknowledged, and recorded in a book kept for that purpose in the office of the clerk of the county court of the county where the principal place of business is to be.

§ 4. Corporations for the construction of any work of internal improvement shall, in addition, file a certified copy of such articles in the office of the Secretary of State, and have the same recorded by him in a book kept for that purpose. Such articles of incorporation must specify the highest amount of indebtedness or liability, direct or contingent, to which the corporation is at any one time to be subject, which must in no case exceed two thirds of its capital stock. § 5. A notice shall be published for at least four weeks in some newspaper as convenient as practicable to the principal place of business; said notice shall specify

1. The names of the corporators, the name of the corporation, and its principal place of transacting business.

2. The general nature of the business proposed to be transacted.

3. The amount of capital stock authorized, and the times. when, and the conditions upon which, it is to be paid in.

4. The time of the commencement and termination of the corporation.

5. By what officers or persons the affairs of the corporation are to be conducted, and the times at which they are to be elected.

Articles of incor

poration to

be

adopted and re

corded in clerk's

office.

In works of inter

nal inprovement,

such articles to

be filed with Sec

retary of State,

and

lished, and what

Notice to be pubshall specify.

it

6. The highest amount of indebtedness or liability to which the corporation is at any time to subject itself.

7. Whether private property is to be exempt from the corporate debts.

commence ness.

§ 6. The corporation may commence business as soon as When they may the articles are filed for record in the office of the county court clerk, and their acts shall be valid if the publication in a newspaper is made, and the copy filed in the office of the Secretary of State, when such filing is necessary, within three months from such filing in the clerk's office. No

be made.

How change may change in any of the foregoing particulars shall be valid, unless recorded and published as the original articles are required to be; nor shall any change be made at any time or in any manner, which would be inconsistent with the provisions of this act.

§ 7. Corporations for the construction of any work of inIn works of inter-ternal improvement may be formed to endure for fifty years;

nal improvement

corporation may those formed for other purposes shall not exceed twenty-five

endure 50 years.

For other pur

poses, 25 years.

years in duration; but in either case they may be renewed from time to time for periods not greater than was at first permissible, if three fourths of the votes cast at any regular election held for that purpose shall be in favor of such reHow members newal. The articles of incorporation shall provide a mode

may withdraw.

by which a member may, at any time, withdraw from such incorporation, and also the mode of determining the amount to be received by such member upon withdrawal, and for the payment thereof, subject only to the rights of creditors of the corporation.

Transfer of stock. Books, how kept, and subject to inspection.

may be

§ 8. The corporation shall not be dissolved prior to the How corporation period fixed upon in the articles of incorporation, except by a majority of the stock of its members, unless a different rule is adopted in the articles; and no such premature dissolution shall take place unless preceded by the newspaper publication required at its organization.

§ 9. Intentional fraud in failing or refusing to comply subPenalty for inten- stantially with the articles of incorporation, shall be a misdemeanor, and, upon indictment and conviction in a court of competent jurisdiction, the party or parties so offending shall be punished by a fine of not less than one hundred nor more than one thousand dollars, or imprisonment for not less than three months nor more than one year, or fine and imprisonment both, at the discretion of the jury; and any person who has sustained injury from such fraud may also recover damages therefor against those guilty thereof. § 10. The intentional keeping of false books or accounts Penalty for inten- by any corporation, whereby any one is injured, shall be a

tionally keeping false books.

misdemeanor on the part of those concerned therein, and they shall, upon trial and conviction, be fined in any sum not less than one hundred nor more than one thousand dollars.

§ 11. Transfers of stock shall not be valid, except as between the parties thereto, until the same are regularly en

tered upon the books of the company, so as to show the name of the person by whom and to whom the transfer is made, the numbers or other designation of the shares, and the date of the transfer. The books of the company shall be so kept as to show, intelligibly, the original stockholders, their respective interests, the amount which has been paid thereon, and all transfers thereof; and such books, or correct copies thereof, so far as they relate to the items mentioned. in this section, shall be subject at all times to the inspection of any stockholder desiring the same.

§ 12. Any corporation organized, or attempted to be Non-user. organized, in accordance with the provisions of this act, shall cease to exist by a non-user of its franchises for five years at any one time; but such body shall not forfeit its franchises by reason of any omission to elect officers, or to hold meetings at any time prescribed by the by-laws.

expire.

§ 13. Corporations whose charters expire by their own When limitation, or by the voluntary act of the stockholders, may, nevertheless, continue to act, for the purpose of closing up their business, but for no other purpose.

charters

itors.

14. Nothing herein shall exempt the stockholders of Defrauding credany corporation from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them, for the purpose of defrauding creditors; and an execution against the company may, to that extent, be levied upon the private property of such individual.

fund.

15. For the purpose of making repairs, rebuilding, or May establish a enlarging or extending works, or to meet contingencies, or for the purpose of providing a sinking fund for the payment of debts, the corporation may establish a fund, and loan the same out, from time to time, taking, in all cases, good and sufficient security for the repayment of the same.

books may be

16. In any proceedings by or against a corporation, the In proceedings court shall have the power to compel the officers of the cor- produced. poration, on the motion of either party, upon proper cause being shown, to produce the books of the corporation, and when so produced, either party may use the same in evidence.

legally organized.

17. Persons acting as a corporation under the provis- Presumed to be ions of this act, shall be presumed to be legally organized until the contrary is shown; and no such franchise shall be

declared actually null or forfeited, except in a regular proceeding brought for that purpose.

§ 18. No persons, acting as a corporation under the provisions of this act, shall be permitted to set up or rely upon the want of a legal organization, as a defense to action brought against them as a corporation; nor shall any person who may be sued on a contract made with such corporation, or sued for an injury done to its property, or for a wrong done to its interests, be permitted to rely upon such want of legal organization in his defense.

Secretary of State

19. For taking and certifying the acknowledgment of Fees of clerk and the articles of incorporation, the clerk of the county court shall receive a fee of one dollar, and for recording the same he shall receive a fee of ten cents for each one hundred words, and the Secretary of State shall receive a like fee for recording the same in his office.

§ 20. No company organized under the provisions of this No power to con- act, for the purpose of doing a mining or manufacturing

struct a railroad, tramway, turnpike, or canal.

business, shall have power to construct or operate any railroad, tramway, turnpike, or canal, except such as may lead from its principal works or place of business to some navigable stream, or to some existing railroad, turnpike, or other public highway.

Want of legal organization no defense.

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CHAPTER 57.

INJURIES TO PERSON OR PROPERTY.

Myers' Sup., 510.

§ 1. If the life of any person not in the employment of a railroad company shall be lost in this Commonwealth by reason of the negligence or carelessness of the proprietor or proprietors of any railroad, or by the unfitness, or neglidamages. gence, or carelessness of their servants or agents, the per

Where life is lost personal repre

from negligence,

ma y

bring suit

for

sonal representative of the person whose life is so lost may institute suit and recover damages in the same manner that the person himself might have done for any injury where death did not ensue. (a)

(a) The implied undertaking between a railroad company and its employees, in the same class of service, does not exonerate the company from liability for damages, resulting to one of such co-agents, from extraordinary or gross negligence of another of such agents, in the same line of service. The principles of the case of Louisville and Nashville Railroad Company vs. Collins, 2 Duvall, 114, are adhered to without qualification. (L. & N. R. R. Co. vs. Robin son, 4 Bush, 507; L. & N. R. R. Co. vs. Filbern's adm'x, 6 Bush, 574.)

2. Engineers and brakesmen are held to be in the same class or line of service; and the fact

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