. 290 CHAP. 70 Authorized to Co.. Sebasti- Moosehead Rys. How merger may be effected. vote. be certified. filed in of fice of secre MERGER SOMERSET, WASH. CO. & S. & M. RY. COS. WITH M. C. R. R. Chapter 70. An Act authorizing the merger of the Somerset Railway Company, Be it enacted by the People of the State of Maine, as follows: Section 1. The Maine Central Railroad Company is authorized to merge the Somerset Railway Company, the Washington County Railway Company and the Sebasticook and Moosehead Railroad Company with and in said Maine Central Railroad Company in the manner and on the terms and conditions hereinafter stated. Section 2. When the stockholders of the Maine Central Railroad Company, at a legal meeting called for that purpose, by a two-thirds vote of its outstanding capital stock, shall accept this act and vote to merge said Somerset Railway Company, Washington County Railway Company and Sebasticook and Moosehead Railroad Company with said Maine Central Railroad Company, and the stockholders of said Somerset Railway Company, Washington County Railway Company and Sebasticook and Moosehead Railroad Company, at legal meettwo thirds ings called for the purpose, shall by a two-thirds vote of the outstanding capital stock of each of said corporations, accept this act and vote to merge each of said corporations with said Maine Central Railroad Company, and a copy of all of such -votes shall votes certified by the clerks of the respective corporations shall be filed within thirty days after the passage of the same, in the office of the secretary of state, said merger shall take effect, and all the property, rights, privileges, immunities and franchises of said Somerset Railway Company, Washington County Railway Company and Sebasticook and Moosehead Railroad Company shall be transferred to and vest and merge in said Maine Central Railroad Company, without any other deed, conveyance or transfer; and the said Maine Central Railroad Com-rights to be pany shall thereafter have, hold, possess, exercise and enjoy all the locations, powers, privileges, rights, immunities, franchises, property and assets which at the time of such transfer and merger shall be had, held, possessed or enjoyed by the said Somerset Railway Company, Washington County Railway Company and Sebasticook and Moosehead Railroad Company, or either of them, subject however to the outstanding bonds and other indebtedness of either of said merged railroad companies existing at the time of such merger, which said by whom to Maine Central Railroad Company shall assume and pay; and said Maine Central Railroad Company shall also be subject to tary of state. enjoyed under the merger. -bonds outstanding. be paid. MERGER SOMERSET, WASH. CO. & S. & M. RY. COS. WITH M. C. R. R. 291 CHAP. 70 -duties and assumed. all of the duties, restrictions and liabilities to which said Somerset Railway Company, Washington County Railway Com- restrictions pany and Sebasticook and Moosehead Railroad Company, or either of them, shall then be subject by reason of any charter, contract, or general or special law, or otherwise; and the capital stock of said Somerset Railway Company, Washington County Railway Company and Sebasticook and Moosehead merged roads Railroad Company owned by said Maine Central Railroad cancelled. Company shall be cancelled upon the completion of said merger capital stock of to be as provided under the terms of this act, except as hereinafter exceptions. provided: Said merged corporations shall severally be regarded as subsisting so far as may be necessary for the protection of credi- to subsist. tors or mortgagees and for the purpose of giving any deeds, assignments, transfers or conveyances which may be necessary or advisable to confirm and complete the title of the Maine Central Railroad Company to all the property, rights and franchises merged in it under the provisions of this act; and tenten shares shares of the capital stock of each of said merged corporations by M. C. R. shall be retained by said Maine Central Railroad Company, without cancellation, for a sufficient length of time to carry out the foregoing purposes. to be retained R. uncan celled. ers of merged corporations stock. to be paid for stock, how The said Maine Central Railroad Company shall pay for all stockholdof the stock issued and outstanding in either of said corporations not owned by it, to the holders thereof, a just and reasonable value for said stock, and in case said stockholders, or any of them, shall fail to agree with said Maine Central Railroad value of Company upon such just and reasonable value, the same shall determined. be determined by any judge of the supreme judicial court upon petition presented to him by any of such stockholders or the Maine Central Railroad Company within sixty days after said merger takes effect, and upon notice and hearing. Upon the payment of the amount so determined each stockholder shall transfer to said Maine Central Railroad Company the stock held by him, under such order and upon such terms as such judge shall order in his award upon said petition. or in equity. Section 3. All proceedings, suits at law or in equity, which may suits at law be pending at the time of such transfer and merger to which the said Somerset Railway Company, said Washington County Railway Company or said Sebasticook and Moosehead Railroad Company may be a party, may be prosecuted or defended by how prosesaid Maine Central Railroad Company in like manner and with like effect as if said merger had not been made. All claims, contracts, rights and causes of action of or against said Somerset Railway Company, said Washington County Railway Com cuted or de fended. claims and how enforced. contracts, 292 CHAP. 70 MERGER SOMERSET, WASH. CO. & S. & M. RY. COS. WITH M. C. R. R. pany or said Sebasticook and Moosehead Railroad Company, or either of them, at law or in equity, may, after such transfer and merger, be enforced by an action begun or prosecuted by or against said Maine Central Railroad Company, and all the duties imposed by law or contract on said merged companies porations, by shall become duties of the merging corporation, the said Maine Central Railroad Company. duties of merged cor whom ful filled. Capital stock, amount of. sued at par. Section 4. The capital stock of the Maine Central Railroad Company is hereby authorized to be such amount as may be fixed from time to time by the stockholders as necessary or convenient for carrying on its business and performing its duties, but in no event shall any such capital stock be issued -shall be is for less than par in cash paid into the treasury of the company, or in property certified by the railroad commissioners as of a value at least equal to the par value of the stock issued therefor, or in exchange at par for the stocks of other companies purchased under the provisions of this act and to an amount not exceeding the authorized and outstanding capital stock of such companies so purchased. Rights, pow ers and privileges, how held. Contracts of, with state, by merged corporations. inated. Section 5. After said merger, all the rights, powers, privileges and franchises of each of said merged corporations mentioned in the first section hereof, shall at all times be held, and may at any time be enjoyed and exercised by the Maine Central Railroad Company, for any of its purposes, whether original or resulting from said merger, and with relation to any of its railroads or business as if directly and expressly granted to it by the legislature in the same terms in its own charter, and all of said rights, powers, privileges and franchises of each of said merged corporations are hereby granted to the Maine Central Railroad Company to be held, enjoyed and exercised by said corporation in addition to all rights, powers, privileges and franchises now held by it without suffering qualification or abatement by construction because of its also holding, by grant, purchase or merger, other rights, powers, privileges, or franchises of a more limited, qualified or conditional character. Section 6. When the merger hereinbefore provided for shall take effect the contract between the Somerset Railway Comwhen term- pany and the state made in pursuance of the authority contained in section sixteen of chapter one hundred and fifty-nine of the private and special laws of the year one thousand nine hundred and three, which contract is dated November twentieth, nineteen hundred and five, and the contract between the Washington County Railway Company and the state made in pursuance of the authority contained in section three of chap ter ninety of the private and special laws of the year one thousand eight hundred and ninety-five, which contract is dated April sixteenth, eighteen hundred ninety-six, shall both be terminated and of no further effect. Approved March 9, 1911. CHAP. 71 Chapter 71. An Act to incorporate L'Association d'Epargnes de Waterville. Be it enacted by the People of the State of Maine, as follows: Section 1. Augustus Carey, Alphonse F. Cyr, Arthur Da- Corporators. viau, Joseph Bourque, Jr., Gedeon Picher, Alfred A. Matthieu, Jules Gamache, J. L. Fortier, C. G. Rancourt, Philip Guite, L. A. d'Argy, their associates and successors, are hereby created a corporation by the name of L'Association d'Epargnes de Waterville, to be located at Waterville in Kennebec county, and as such shall be possessed of all the powers, privileges and immunities and subject to all the duties and obligations conferred on corporations of law. corporate location. name. Section 2. The purpose of said corporation is to promote Purposes. and encourage economy and saving among the members of said association. funds. -funds to be loaned. Section 3. In accordance with said purpose the said corpora- Dues. tion is hereby authorized and empowered to receive from each of its members, and its members only, a certain sum of money weekly, not exceeding one dollar, to be fixed and determined in the by-laws of said corporation; to deposit at interest the funds deposit of so derived in any savings bank, national bank or trust company in this state; to loan the same or any part thereof to individuals, firms or corporations, secured by first mortgage on real estate, and to members of the corporation in a sum not exceeding the amount such member or members shall have contributed towards the funds of the corporation, secured by the pledge of the entire amount of money contributed by such member or members; to invest the same or any part thereof in such classes of securities as shall be approved by two-thirds of the members of the corporation; said corporation may also acquire by pur-loans to be chase foreclosure or otherwise real estate and any right and interest therein, and may hold, sell, lease, mortgage or otherwise .dispose of the same. Section 4. The officers of said corporation shall be a president, vice president, treasurer, secretary, and five directors, all to be members of said corporation and all to be chosen annually by the members of said corporation at such time as shall -loans, how secured. approved. Cfficers. -how chosen. CHAP. 71 -directors. treasurer shall furnish bond. Membership. Withdrawal of shares. -member be provided in the by-laws; and the government of said corporation shall be in a board consisting of said five directors, the president and treasurer. The treasurer shall furnish such bond for the faithful discharge of his duties as shall be deemed sufficient by a majority of the members of the corporation. Section 5. Said corporation may consist of fifty members, and said number may, by vote of the majority of the members thereof be increased to a number not exceeding one hundred. No member shall be entitled to more than one vote. Section 6. The share of a member in the assets of the corporation may be withdrawn after ninety days notice of such intention written in a book held and provided by the corporation for the purpose. Upon such withdrawal, the member's account shall be settled as follows: From the total amount ship accounts, of the weekly dues paid in by the member, there shall be deducted a proportionate part of any loss, together with all fines as assessed in accordance with the by-laws for the delay or nonpayment of weekly contributions when due, and such member shall be paid the balance. how settled. -fines. Authorized to take over as sociation d'Epargnes. -proviso. Section 7. Said corporation may take over and hold the sets of L'As- moneys on deposit, the securities and all other assets of L'Association d'Epargnes de Waterville, Maine, a voluntary association existing and organized at Waterville for the purposes hereinabove stated on January first, nineteen hundred and ten, provided all the members of said voluntary association, jointly and severally, are accepted as, and become associates of the incorporators herein named and members of said corporation; and provided further that each member of said voluntary association have credited to his account on the books of said corporation such an amount as will be equal to his share in the assets of said voluntary association. By-laws. First meeting, how called. Section 8. The members of the corporation may establish such by-laws, rules and regulations for conducting the business of said corporation and as to the qualification and admission. of members to the same, as they shall deem necessary, not inconsistent with the provisions of this act or the laws of this state. Section 9. The first meeting of said corporation may be called by a written notice thereof, signed by any three corporators herein named served upon each corporator by giving him. the same in hand, or leaving the same at his last and usual place of abode seven days at least before the time of the meeting. Approved March 9, 1911. |