[1867, p. 183. In force March 11, 1867.]

4130. May be formed. 1. Any number of persons may form themselves into a corporation for the purpose of establishing, maintaining, and operating steam-packet companies for the transportation of freights and passengers on the navigable streams of the State of Indiana, the rivers bordering thereon, and other navigable waters.

4131. Articles of association. 2. The company or companies formed under this Act shall comply with the following requirements: They shall unite in articles of association, setting forth the names they assume, the points between which it is proposed to do business, the amount of capitalstock, and the number of shares into which it is to be divided. The names and places of residence of the stockholders, and the amount of stock taken by each, shall be subscribed to said articles of association; and the same, when drawn up and signed by the stockholders, shall be acknowledged before some officer authorized to take acknowledgments, and recorded in the office of the Recorder of each county in which the termini of said proposed lines of steam-packets are located.

4132. Increase of capital-stock. 3. It shall be lawful for any steampacket company which may be organized under this Act to increase its capital-stock, for the purpose of purchasing, building, or repairing steamboats and other boats used in its business, or for any other purpose necessarily incidental to and connected with the organization of said company; but before any such increase of the capital-stock is made, said company shall obtain the consent of so many of the stockholders thereof as shall be the owners, in the aggregate, of at least two-thirds of the original stock.

4133. Election of directors - Term. 4. Not less than three nor more than five directors shall be elected by the stockholders of such corporation, who shall hold their office for one year or until their successors are appointed. Notice of the election of directors shall be given by publication, for three weeks successively, in some newspaper published in the county in which the principal office of said company is located.

4134. Officers-Name. 5. Any board of directors elected under this Act may organize by choosing a president and a secretary (who may also be the treasurer and superintendent of said company), and such other offi cers as may be necessary to carry out the purposes of the incorporation, and from thence shall be known as the Company"; and in its corporate name shall be capable of suing and being sued, pleading and

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being impleaded, defending and being defended in any Court of competent jurisdiction.

4135. Seal - Powers. 6. Any corporation formed under this Act may have a common seal, and the same use, alter, or change at pleasure; and be capable of purchasing, holding, using, and conveying any estate, real or personal, that may, by said board of directors, be deemed necessary to the conduct and management of the business of said company.

4136. Books of account. 7. The directors shall, at all times, keep or cause to be kept, at some proper place to be agreed on by them, proper books of account, in which shall be entered all the transactions of the company; which books shall, at all times, be subject to the inspection of the stockholders.

4137. By-laws. 8. The officers so elected shall provide a code of bylaws for the government of the corporation; which by-laws, when approved by a majority of the stockholders, shall become law and binding until altered or amended by a vote of a meeting of the stockholders.

4138. Vacancies - Meetings. 9. The president and directors shall fill all vacancies that may occur in their body. They may sit on their own adjournments or on a call of the president; and when the president or secretary is absent, the directors may appoint one of their members to fill the vacancy. The president may, if he deem it advisable for the interests of the company, call a meeting of the stockholders at any time.

4139. Vote of stockholders. 10. At all elections of directors, each stockholder shall be entitled to vote, in person or by proxy, in the manner and form prescribed by the by-laws, and according to the following scale: For each share, one vote.

4140. Stock. 11. Certificates of stock shall be given to the stockholders (which shall be evidence of the stock held), to be signed by the president and the secretary, under the seal of the company, the same to be transferable on the books of the company only. But such stock shall, at all times, be held by the company for any delinquency in the payment of any assessments ordered by the board of directors.

4141. Redemption of stock. 12. Every such company may, by a vote of its stockholders, at any meeting called for that purpose, redeem the amount of the capital-stock; and in such cases, a certified copy of the vote shall, within thirty days thereafter, be filed in the office of the Recorder of the county in which the original articles of association were filed; and the same shall, in like manner, be recorded.

4142. Individual liability. 13. The stockholders of such company shall be individually liable, jointly and severally, for all debts due and ow ing mariners, boatmen, laborers, and servants, for services rendered; and to other creditors of the company they shall be liable to an amount equal to the stock held by them respectively.

NOTES TO CHAPTER 40.

4131. Articles of association. When articles of association are required to give the residence of subscribers thereto, such residence is sufficiently stated by double comma under a place already stated; Steinmetz o. V. & O. T. Co., 57-457; Miller 0. W. C. G. R. Co., 52-51.

4142. Individual liability. The liability of the member of the corporation, for the debts thereof, is not for the judgment against the corporation assigned. It is for the original debt as individuals and not as corporators; Trippe v. Huncheon, 82-311.

[1861 S., p. 75. In force September 7, 1861.]

4143. How formed. 1. Any number of persons, not less than five, being subscribers to the stock of any contemplated street or horse railroad company, may be formed into a corporation for the purpose of constructing, owning and maintaining street or horse railroads, switches or sidetracks upon and through the streets of the cities and towns within this State, by complying with the following requirements: Whenever stock to amount of at least ten thousand dollars shall have been subscribed, the subscribers to such stock shall elect directors for such company from their own number, and shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the amount of capital stock of the company, the number of shares of which said stock shall consist, the number of directors, the names to manage the affairs of the company, and the city, cities and town or towns in which it is proposed to construct, own and maintain such road or roads. [As amended 1901 S., p. 119. Approved March 4, 1901.

1. A subscription made to the capital stock of a street railroad company before its organization, cannot be collected unless there was afterward a company duly organized and the subscriber signed the articles of association. Reed v. Richmond Co. 50 Ind. 342.

2. As to the liability of street railroad companies for injuries to persons, see Conner v. Citizens Co. 105 Ind. 62; Citizens Co. r. Twiname, 111 Ind. 587.

4144. When incorporated. 2. The articles of association formed in pursuance of the provisions of the preceding section shall be filed in the office of the Secretary of State; and, thereupon, the persons who have subscribed the same, and all persons who shall become stockholders in said company, and their successors, shall be a body politic and corporate in perpetuity, by the name stated in the articles of association, and shall be capable of suing and being sued, and may have a common seal, the same to alter at pleasure.

4145. Powers. 3. The said company shall be capable of purchasing, holding, using, incumbering and conveying any real or personal property reasonably necessary for the location, construction, equipment and operation of its railroad, switches and sidetracks, including land for right of way, power stations, depot grounds, yards and parks, and for the erection thereon of all necessary and proper buildings and other structures; and may buy, own, and

sell, any kind of property that may be necessary to properly conduct and carry on the business of said railroad. [As amended, 1897 S., p. 163. In force March 6, 1897.

4146. Evidence of incorporation. 4. A copy of any articles of association filed in pursuance of this Act, and certified to be a correct copy by the Secretary of State or his deputy, shall, in all Courts or places, be evidence of the incorporation of such company and of the facts therein stated.

4147. Construction of track. 5. Such company may construct its tracks, switches, side-tracks or turn-outs upon the streets of said cities or towns under the following conditions and restrictions: The said track shall be constructed upon the center or side of said streets, and shall conform exactly to the established grade of said street. The free passage of the streets of such city or town, occupied or used by said company, shall be impeded or obstructed by such company, only to the extent necessary for the purposes for which said company was organized. The points where such track shall intersect and cross the streets of such city or town shall be so arranged by said company as to render the crossing as passable and in as good condition as any other portion of the street. The track shall be from four to five feet in width. Every company organized under the provisions of this act and owning and operating a street railroad within any city having a population of one hundred thousand and upwards, according to the last preceding United States census, shall permit the use of its track or tracks by any incorporated suburban passenger railway company from the corporate limits of such city or town to some central point in such city or town, for the purpose of receiving and discharging passengers, whenever the Board of Public Works and Common Council of any such city or town shall by ordinance fix such central point and grant a right of way thereto with a proper loop for turning its cars, to such suburban passenger railway company upon or over any street, alley, roadbridge or public highway of such city or town now or then occupied in whole or in part by any street railway company with one or more tracks: Provided, That such use shall be upon such conditions as the Board of Public Works and Common Council of such city or town may prescribe, and upon such terms as to compensation as such companies may mutually agree. And in case such companies can not agree as to such compensation within thirty days from the passage of such ordinance, then such use shall be permitted upon such terms as to compensation as may be fixed and determined by an action instituted by either of such companies in the circuit court of the county in which such city or town may be situated: Provided, Said company may use such tracks from the time of filing the said action, and no appeal shall operate to stay the use of such track or tracks as fixed and determined in said action: And provided, further, That in case the company owning and operating street railroad system in such city can not furnish power to propel the cars of the suburban company, then in that event the suburban company shall have a right to construct and maintain feed and trolley wires on the poles of the company in such city to such terminal point designated by the Board of Public Works and the Common Council of such city, and the compensation for the use of the poles for the construction of such wires is to be fixed as above provided for the use of tracks, or in case conduits or other methods of placing or carry [ing] wires for power are used, the said conduits or methods may be used for placing the feed wires for power: Provided, further, That such suburban or entering company shall not erect other poles or lay any additional rails in or on any such streets, alleys or highways already occupied. [As amended 1899 S., p. 408. Approved March 4,

1899.

The legislature has power to authorize municipal corporations to grant the use of their streets for the operation of street railways without making compensation to adjoining property owners. Eichels . Evansville Co., 78 Ind. 261.

The legislature has the same power to authorize cities organized under special charters to grant the use of streets to street railway companies, as exists in reference to other cities. Eichels r. Evansville Co., 78 Ind. 261.

Cities can not grant to any street railway company the exclusive use of all their streets for the purpose of occupying the same with street railways, so as to prevent a

subsequent grant to other companies of unoccupied streets.

Zeus' Co., 127 Ind. 369.

Indianapolis Co. v. Citi

Cities may prescribe the motive power that is to be used by street railway companies. Indianapolis Co. v. Citizens Co., 127 Ind. 369.

A grant by a city to a street railway company of the use of its streets upon specified conditious and considerations, constitutes a contract which can not be changed, or new burdens imposed upon such company by the city, without the consent of such company. Western, etc., Co. v. Citizens' Co., 128 Ind. 525.

As to the rights and liabilities of the Citizens' Street Railroad Company of Indianapolis, in reference to the paving of streets along its tracks, see Western, etc., Co. v. Citizens' Co., 128 Ind. 525.

If a city permits a street railway company to so construct its tracks upon a street as to cause injuries to persons using the street, the city will be liable for the damages caused. Michigan City v. Boeckling, 122 Ind. 39.

4148. Power to borrow money. 6. Such company may, from time to time, borrow such sums of money as may be necessary for completing or operating its railroad; may issue and dispose of its bonds for any amount so borrowed, for such sums and for such rate of interest as is allowed by the laws of the State where the contract is made; and may mortgage its corporate property and franchises to secure any debt contracted by such company.

4149. Directors and officers. 7. The said subscribers to the stock of such contemplated road shall, as soon as the number named in the first section [§ 4143] shall have signed the same, proceed to the election of directors, who shall serve for the term of one year. The said directors shall elect the following officers, to-wit: President, vice-president, secretary, and treasurer; whose term of office shall be for one year and until their successors are elected and qualified.

4150. Annual meeting - Election. 8. There shall be an annual meeting of the stockholders held at the office of such company, for the election of directors to serve for the ensuing year. Not less than three nor more than seven directors shall be chosen at such meeting of such stockholders, by ballot, and by a majority of the stockholders present in person and by proxy; and every such stockholder being so present shall be entitled to give one vote for every share of stock owned by him. No person shall be a director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen,

4151. By-laws. 9. The directors of such company shall have power to make by-laws for the management and disposition of stock, property, and business affairs of such company not inconsistent with the laws of this state, and prescribing the duties of officers, artificers and servants that may be employed, and for the appointment of all officers for the carrying on all business within the objects and purposes of such company and for regulating the running time, fare, etc., of said road or roads: Provided, however, That in cities in this state having a population of 100,000 or more, according to the United States census of 1890, the cash fare shall not exceed three cents for any one trip or passage upon the street railroad or rods of the same, and every passenger upon such road or roads shall, upon his or her request or demand, without any further cash fare or charge, be transferred from the line upon which he may take passage to and upon any other line or lines in such city owned controlled or operated by such company to which he paid his cash fare, and such company, its officers, servants, agents or employes shall, upon the request or demand of any passenger, give a transfer ticket or pass to such passenger entitling him to passage upon the line or line to which he desires to be transferred, so that he may have one continuous trip or passage over and upon any two of its lines, without any additional cash fare or charge to the point nearest his destination: Be it further provided however, That such directors may provide reasonable regulations for the transfer of such passengers as to the place where such transfers shall be made and when such transfer tickets shall expire, but every passenger desiring to be so transferred shall be given a reasonable opportunity to do so and to be carried upon the line to which he desires to be transferred. And should any street railroad company in any such city charge, receive or collect more than three cents cash fare,