Chapter 718. Relating to certain railway corporations owning or operating street railways in the District of Columbia
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CHAP. 718.— An Act Relating to certain railway corporations owning or operating street railways in the District of Columbia. June 5, 1900. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*, District of Columbia.Certain street rail-ways may contract mutually for the use of their respective roads. That the Anacostia and Potomac River Railroad Company, the Brightwood Railway Company of the District of Columbia, the Capital Railway Company, the City and Suburban Railway Company, the Columbia Railway Company, the 271Georgetown and Tennallytown Railway Company, the Metropolitan Railroad Company of the District of Columbia, and the Washington and Great Falls Electric Railway Company may, under the authority of this Act, and the Washington and Rockville Railway Company, the Washington, Woodside and Forest Glen Railway and Power Company, and the Washington and Glen Echo Railroad Company may also, if not inconsistent with the laws of Maryland, from time to time, by their respective boards of directors, enter into contracts with each other, or with any of the others, for the use of their respective roads or routes, or any part thereof.
No such contract shall take effect untilStockholders to approve contract. the same shall have been approved by the written consent of the owners of record of at least three-fourths of the capital stock of each corporation, or by the vote of the owners of three-fourths of such capital stock represented at a special meeting called and held as prescribed by law: *Provided,* That in case any corporation enters into any such contract*Proviso.*Change of corporate name. it is hereby authorized to change its corporate name to any other corporate name not then lawfully used by any existing corporation incorporated or organized in the said District.
Such change may be made by a certificate signed and acknowledged by a majority of the directors of such corporation and tiled with the recorder of deeds for the District of Columbia. Sec. 2. That the Washington and Great Falls Electric Railway CompanyWashington and Great Falls Electric Railway may acquire stock in companies named.—may issue bonds, etc., in payment. may acquire and hold stock in any street railway corporation specifically named above with which it is authorized by the terms of this Act to enter into a contract for the use of its road or route, and may provide for payment for the same by issuing additional amounts of its own capital stock in such classes and with such preferences as it may determine, or by issuing its bonds, secured by mortgage or deed of trust upon its right of way. property, and franchises, or other obligations, or by issuing both such stock and bonds or other obligations to an amount not exceeding the amounts of the actual consideration paid or payable for the stock so acquired, and may also issue further amounts of its stock or bonds or other obligations not exceeding the amounts of the actual consideration paid, or to be paid, for any equipment or extensions of any such road or route or for electric power therefor: *Provided,* That the capital stock of said company shall at no time*Proviso*.Limit capital stock.May guarantee bonds of acquired company. exceed fifteen million dollars.
Whenever the said Washington and Great Falls Electric Railway Company shall have acquired a majority of all the stock issued by any such corporation, it shall have power to guarantee the bonds or other obligations of such corporation and to purchase such bonds or other obligations. The Washington and Great—may purchase, etc. Falls Electric Railway Company may also agree with any corporation specifically named above with which it is authorized by this Act to enter into a contract for the use of its road or route for the purchase of the estate, property, rights, and franchises of such other corporation, and for payment for the same in cash or in the stock or bonds or other obligations of said Washington and Great Falls Electric Railway Company, to be issued in the manner and subject to the limitation hereinbefore provided; and each such corporation is hereby empowered, with the consent in writing of the owners of three-fourths of its capital stock, to enter into such contract of purchase and sale through its board of directors.
Upon the execution of such contract of purchase and the payment orControl of purchased property. delivery of the consideration therein agreed upon the estate, property, rights, and franchises of the corporation selling the same shall vest in and be held and enjoyed by the Washington and Great Falls Electric Railway Company as fully and entirely, without change or diminution, as the same were before held and enjoyed by the company selling the same, and shall be managed and controlled by the board of directors of the said Washington and Great Falls Electric Railway Company in its 272corporate name or in such other name as it shall adopt by the filing of a *Provisos.*Existing liabilities unaffected.Pending actions not to abate.certificate as hereinbefore authorized: *Provided,* That the existing liabilities of the selling corporation and the rights of its creditors shall not be affected thereby: *And provided further,* That no action or proceeding to which any corporation whose estate, property, rights, and franchises shall be acquired as herein provided is a party shall abate in consequence thereof, but the same, may be continued in the name of the party by or against which the same was begun, unless the court shall order the said Washington and Great Falls Electric Railway Company to be substituted in its place.
Stockholders approval to contract of sale; how given.The approval of stockholders herein provided for may be given by the consent in writing of the owners of record of three-fourths of the capital stock of each company, or by the vote of the owners of three-fourths of the capital stock of each company, represented at a special meeting called and held as prescribed by the by-laws of the respective Filing certificate of sale, etc.companies or by law. Whenever a Certificate shall be filed with the recorder of deeds for the District of Columbia, signed and acknowledged by a majority of the board of directors of each of the corporations to be affected thereby, showing that a contract of purchase and sale has been made and approved as herein provided, such certificate Dissent of stock-holder to contract of sale.shall be presumptive evidence of the facts therein set forth.
Upon the filing of such certificate a notice shall be mailed to each stockholder of record in such corporations, setting forth the time when and place where such certificate was filed, and if within thirty days after the mailing of such notice any stockholder of any of the companies affected thereby shall give notice in writing to the said Washington and Great —appraisal of his shares.Falls Electric Railway Company that he dissents from such contract, it shall be the duty of the said company, within sixty days after the filing of such certificate, to institute a proceeding for the appraisement of the shares of such dissenting stockholder.
If any stockholder shall omit to give such notice of dissent, he shall be deemed to have assented to such —procedure.contract. Said proceeding for appraisement may be begun by filing with the supreme court of the said District a petition praying for the —appraisers.appointment of three persons to appraise the value of such stock. The court shall thereupon appoint three such appraisers and designate the time and place of their first meeting. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise.
The appraisers shall meet at the time and place designated, and after being sworn honestly and faithfully to discharge their duties, shall appraise such stock at its full value, without regard to any appreciation or depreciation thereof in consequence of such con-tract of purchase and sale; and said award, when confirmed by the court, shall be final and conclusive on all parties. The charges and expenses of the appraisers shall be paid by the said Washington and —refusal to accept award, etc.Great Falls Electric Railway Company.
If the person entitled to receive the amount of the award shall refuse to accept the same, or if for any reason it shall not be possible to make payment of the amount of the award to such person entitled to receive the same, without unreasonable delay, the court may direct the same to be deposited in court. When the said company shall have paid or deposited in court the amount fixed by the appraisers as the value of the shares of the dissenting stockholder, such stockholder shall cease to have any interest in said appraised stock or in the property or franchises represented thereby, and the said Washington and Great Falls Electric Railway Company shall receive back from the corporation whose estate, rights, property, and franchises it has acquired, that portion of the consideration for such sale, or of the proceeds thereof, which otherwise would —failure of company to pay award, etc.have been distributed to such dissenting stockholder.
If such payment or deposit is not made within thirty days from the confirmation of the appraisal, the amount of the award, with interest from the date of con-273firmation, shall be a judgment against the said Washington and Great Falls Electric Railway Company, and may be entered, docketed, and collected as other judgments in said court are by law collectible, If—or to institute proceedings. the said company shall omit to institute the proceeding hereinbefore required, within the time hereby limited, the stockholder giving such notice may institute such proceeding by a proper petition on his own behalf or, at the election of such stockholder, the estate, rights, property, and franchises of the selling corporation shall revest in such corporation, and the consideration received therefor shall be repaid to the said Washington and Great Falls Electric Railway Company.
All obligations imposed by law upon the Washington and Great FallsExisting obligations of company continued. Electric Railway Company in respect to the time and mode of constructing its railway, or the motive power to be employed, or the speed or frequency at which cars are to be run, or in respect to any other matter affecting the interests of the United States, or of the general public, or the people of the said District, except as such obligations are expressly modified or repealed by this Act, shall continue to be applicable to the road or route now belonging to said corporation, and snail be confined thereto: *Provided,* That the Washington and Great*Provisos*.Rate of fare.
Falls Electric Railway Company, on the purchase of the property or franchises of any or all of said railroad companies as in this bill authorized, shall be empowered to charge over the said route or routes thus acquired the rates of fare now authorized by law to be charged thereon by the respective companies owning or operating the same, and no more: *And provided further,* That the right or privilege granted by section one of the Act approved July twenty-ninth, eighteen hundredVol. 27, p.326. and ninety-two, entitled “An Act to incorporate the Washington and Great Falls Electric Railway Company,” by which said company is authorized to charge a fare of ten cents per passenger for transportation over the line of railway authorized and described by said Act, be, and the same hereby is, amended so as to limit the rate of fare on said line of railway to five cents per passenger, and said Washington and—six tickets for 25 cents.
Great Falls Electric Railway Company is hereby required to sell tickets at the rate of six for twenty-five cents, each good for the transportation of one passenger over the whole or any part of its said line of railway authorized and described by said Act within the District of Columbia. All obligations imposed by law upon any corporation whose road orExisting obligations of acquired road continued. route is acquired in accordance with the provisions of this Act, except as the same may be expressly modified or repealed by this Act, shall continue to be applicable to such acquired road or route and shall be confined thereto, and such road or route shall be acquired subject to such obligations and with all the rights and powers possessed by the selling corporation.
Sec. 3. That the Washington and Great Falls Electric Railway CompanyCompany may acquire stock of electric power companies, etc. may acquire and hold shares of the capital stock or other securities of any company supplying or under contract to supply electric power in the operation of its railway to it or to any of the corporations whose shares of stock or whose property and franchises it is authorized to acquire under this Act; and as a part of any contract for the supply of said power the said Washington and Great Falls Electric Railway Company may exchange its stock and securities for the stock and securities of any such electric power company, and may guarantee the securities of any such power company, but in no event shall said railway corporation be authorized to receive a transfer of the property or françaises of such electric power company.
Sec. 4. That the Washington and Great Falls Electric Railway CompanyChanges in number of directors. is hereby authorized from time to time to make such changes in the number of its directors as its by-laws may provide, and also toExamination of books by stockholders. limit and regulate in its by law’s the times and conditions of the exam-274*Proviso.*—stock and transfer books.ination of its books and records by stockholders: *Provided,* That the stock and transfer books shall at all times, during business hours, be open to the inspection of stockholders.
Sec. 5. Repeal.hat all Acts or parts of Acts inconsistent with the provisions of this Act are hereby repealed. Sec. 6. Amendment.That Congress reserves the power to alter, amend, or repeal this Act.