Missouri Revised Statutes

Chapter 388
Railroad Corporations

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Railroad corporation defined.

388.010. The term "railroad corporation" contained in this chapter shall be deemed and taken to mean all corporations, companies or individuals now owning or operating, or which may hereafter own or operate, any railroad in this state.

(RSMo 1939 § 5250)

Prior revisions: 1929 § 4812; 1919 § 10001; 1909 § 3214

Chapter to govern.

388.020. All existing railroad corporations within this state, and such as may be hereafter chartered or formed, shall, respectively, have and possess all the powers and privileges contained in this chapter; and they shall be subject to all the duties, liabilities and provisions not inconsistent with the provisions of their charter herein contained.

(RSMo 1939 § 5249)

Prior revisions: 1929 § 4811; 1919 § 10000; 1909 § 3213

Who may form corporation--articles of association--where filed.

388.030. 1. Any number of persons, not less than five, may form a company for the purpose of constructing, maintaining and operating a railroad for public use in the conveyance of persons and property; and for that purpose may make and sign articles of association, in which shall be stated the name of the company, the number of years the same is to continue, the places from and to which the road is to be constructed or maintained or operated, the length of such road, as near as may be, and the name of each county in the state through or into which it is made or intended to be made, the amount of the capital stock of the company, which shall not be less than ten thousand dollars for every mile of standard or broad gauge, nor less than five thousand dollars for every mile of narrow gauge road constructed or proposed to be constructed, and the number of shares of which said capital stock shall consist, and the names and places of residence of the directors of the company, not less than five nor more than twenty-one in number, who shall manage its affairs for the first year, and until others are chosen in their places.

2. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company.

3. On compliance with the provisions of section 388.040, such articles of association may be filed in the office of the secretary of state, who shall endorse thereon the day they are filed, and record the same in a book to be provided by him for that purpose; and thereupon the persons who have so subscribed such articles of association, and all persons who shall become stockholders in said company, shall be a corporation by the name specified in such articles of the association, and shall possess the powers and privileges granted to corporations, and be subject to the provisions relating thereto contained in this chapter.

(RSMo 1939 § 5126, A.L. 1951 p. 545)

Prior revisions: 1929 § 4654; 1919 § 9849; 1909 § 3048

Articles of association, when filed--incorporation fee.

388.040. 1. Such articles of association shall not be filed and recorded in the office of the secretary of state, until at least one thousand dollars of stock for every mile of standard or broad gauge railroad, nor until at least five hundred dollars of stock for every mile of narrow gauge railroad proposed to be made, is subscribed thereto and five percent paid thereon, in good faith and in cash to the directors named in said articles of association; nor until there is endorsed thereon, or annexed thereto an affidavit, made by at least three of the directors named in said articles, that the amount of stock required by this section has been in good faith subscribed, and five percent paid in cash thereon, as aforesaid, and that it is intended, in good faith, to construct or maintain and operate the broad, standard or narrow gauge road mentioned in such articles of association; which affidavit shall be recorded with the articles of association, as aforesaid.

2. Provided, that such articles of association shall not be filed and recorded until such corporation or association shall pay into the state treasury fifty dollars for the first fifty thousand dollars or less of the capital stock of the corporation or association, and a further sum of five dollars for every additional ten thousand dollars of its capital stock, as provided by law.

(RSMo 1939 § 5135)

Prior revisions: 1929 § 4662; 1919 § 9852; 1909 § 3051

CROSS REFERENCE:

Incorporation fees for business corporations generally, 351.065

Copy of articles of association, evidence, when.

388.050. A copy of any articles of association filed and recorded in pursuance of this chapter, or of the record thereof, with a copy of the affidavit aforesaid endorsed thereon or annexed thereto, and certified to be a copy by the secretary of state, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated.

(RSMo 1939 § 5136)

Prior revisions: 1929 § 4663; 1919 § 9853; 1909 § 3052

Corporate powers to cease, when.

388.060. If any corporation formed under this chapter shall not, within two years after its articles of association are filed and recorded in the office of the secretary of state, begin the construction of its road, and shall not within one year thereafter expend thereon not less than ten percent on the amount of its capital, or shall not finish its road and put it in operation in ten years from the time of filing its articles of association as aforesaid, its corporate existence and powers shall cease; provided, that if a portion of its road shall be finished and in operation, it shall continue its corporate existence, with power to hold and manage the portion of its road so constructed, and for no other purpose.

(RSMo 1939 § 5248)

Prior revisions: 1929 § 4810; 1919 § 9999; 1909 § 3212

Election of directors--terms of office.

388.070. Any railroad corporation heretofore or hereafter organized under the laws of this state may elect its directors for one or more years, not to exceed three years, the time of service and mode of classifications to be provided for by the bylaws of the corporation; provided, however, that there shall be an annual election for such number or proportion of directors as may be found upon dividing the entire number of directors by the number of years composing a term.

(RSMo 1939 § 5127)

Directors to appoint officers.

388.100. The directors shall appoint one of their number president; they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the bylaws of the company.

(RSMo 1939 § 5137)

Prior revisions: 1929 § 4664; 1919 § 9854; 1909 § 3053

Ineligibility for office.

388.110. It shall be unlawful to elect or appoint any person to any office of profit or trust, or for such person to hold such office or appointment, in any railroad corporation established by any law of this state, who is a stockholder, owner or part owner of any express, dispatch, fast freight or transportation company, whether incorporated or not, which has for its object, or one of its objects, the shipment of freight or transportation of persons over said railroad, or any railroad in direct connection therewith, or who is in any way pecuniarily interested in any company or copartnership formed for any such or like purpose; and all persons interested in aforesaid are hereby declared ineligible for any such office or appointment.

(RSMo 1939 § 5146)

Prior revisions: 1929 § 4673; 1919 § 9863; 1909 § 3062

Penalty for violation of section 388.110.

388.120. If any person shall be elected to any office or appointed to any position in violation of section 388.110, and shall hold any such office or appointment, he shall forfeit and pay the sum of one hundred dollars for each and every day that he shall exercise the functions of said office, which amount may be recovered at the suit of any stockholder of the company in which the office or appointment shall be unlawfully held. Such suit shall be in the name of the company, and one-half of the amount received shall go into the treasury of the company, and the other half to the stockholder prosecuting.

(RSMo 1939 § 5147)

Prior revisions: 1929 § 4674; 1919 § 9864; 1909 § 3063

Furnishing of supplies prohibited, when.

388.130. 1. No president, director, officer, agent or employee of any railroad company, or other corporation operating a railroad, shall hereafter be interested in any manner, directly or indirectly, in furnishing materials or supplies to such company; nor shall any such officer, agent or employee of any railroad company, or other corporation owning, controlling or managing a railroad, be interested, directly or indirectly, in the business of transportation as a common carrier of freight or passengers over the works owned, leased, controlled or operated by the corporation or association of which he is an officer, agent or employee.

2. Any president, director, officer, agent or employee of any such railroad company who shall violate any of the provisions of this section shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined in a sum of not less than two hundred dollars nor more than one thousand dollars, or by imprisonment in the county jail for a term of not less than three months nor more than one year, or by both such fine and imprisonment, and each day any such violation continues shall be a separate offense.

(RSMo 1939 § 5231)

Prior revisions: 1929 § 4774; 1919 § 9962; 1909 § 3161

Transportation certificates may be issued--effect of.

388.140. Any railroad company heretofore incorporated, or which may be hereafter organized or incorporated in this state in pursuance of law, may receive subscriptions to the capital stock of such company or corporation to aid in the construction or equipment of its road, to be known as "transportation subscriptions", and the certificates of stock to be issued thereon, as herein provided, shall be known as "transportation certificates", each of which shall be for an amount equal to one share of stock in such company and may be issued to one or more persons, and shall entitle the holder or holders thereof, or their assigns or legal representatives, to all the privileges of a stockholder in such company, but shall not subject the holder to any liability for the debts or obligations of such company, and shall be an irrevocable and indefeasible first lien and charge upon and against such railroad, and the roadbed, rolling stock and depots, engine houses and machine shops of such company, then in possession of or thereafter acquired by such company or its successor or successors or assigns, whether in the hands of such company or of any other person, company or corporation whatsoever into whose hands or possession the same may at any time come, until taken up, paid or discharged by such company as herein provided, except the liens provided by law in favor of the employees of a railroad company, and in favor of parties performing labor, or furnishing materials for the construction or the improvement of the roadbed, rolling stock, station houses, depots, bridges or culverts, and except as to mortgages recorded in the county or counties through which the line of such road runs or is proposed to be run, before the date of the making of such subscription; which mortgages shall have the preference only as to so much of such road and the property of such company as lies or is situated in counties in which the same are at that time recorded; and such mortgage shall not have any preference as a lien upon any property of such company acquired after the time of making such subscriptions.

(RSMo 1939 § 5141)

Prior revisions: 1929 § 4668; 1919 § 9858; 1909 § 3057

Subscription for certificates, how taken--certificatesto issue, when.

388.150. Whenever any railroad company shall decide, by a majority vote of the stockholders present at any regular meeting, to obtain subscriptions as provided for in section 388.140, they shall prepare a statement of the terms and conditions upon which they will take the same, together with the rates at which they propose to transport passengers and freight in exchange for such certificates, which statement shall be signed by the president and countersigned by the secretary of said company, and acknowledged in the manner in which conveyances of real estate are required by law to be acknowledged, and recorded in the office of the recorder of deeds of the county in which such subscriptions are proposed to be taken, before taking any subscriptions, and shall open a subscription book or books, which shall be headed with a copy of the statement aforesaid, and be ruled in appropriate columns for the names of subscribers, the number of shares subscribed for by each, date of the subscription, and the time and manner of payment, whether in money, property, material or work, which book or books shall be in duplicate, and so signed by all subscribers before their subscriptions shall be binding, one copy of which shall be retained by said company, and the other deposited and kept in the office and charge of the clerk of the county commission of the county in which the subscribers reside, who shall keep the same as a public record of his office, but never allow it to be taken therefrom; and upon so signing such subscription books, the signer or signers, respectively, shall severally become liable and bound to pay the amount, or perform the work or furnish the material by them respectively subscribed, at the time and place, and in the manner required by the terms of the subscription; and such company, its successors and assigns, shall be bound on its part by all the terms and stipulations thereof, and to issue certificates of stock as aforesaid, to each of said subscribers, upon their fulfillment of the terms of their several contracts and subscriptions; and any such company, its successors or assigns, failing or refusing to issue such certificate or certificates to any subscriber or subscribers, upon demand, after he or they shall have complied with the terms of his or their subscription or subscriptions, and done the work, or furnished the material, or deposited the money called for thereby with the treasurer of such company, or with the county treasurer of the county in which such subscriber resides, to the credit of such company, or refusing to take or accept the proportional part thereof in payment of freight charges or passenger fare, as herein provided, shall, in addition to all other liabilities for the breach of such contract, be liable to be enjoined at the suit of any one or more of the subscribers so aggrieved, against running trains upon, or in any wise operating or conducting such road until such certificate shall be issued or acceptance made.

(RSMo 1939 § 5142)

Prior revisions: 1929 § 4669; 1919 § 9859; 1909 § 3058

Certificates issued jointly or severally.

388.160. Any two or more persons may unite in their subscriptions so as to make the same joint as well as several, and have the certificates of stock issued thereon to them jointly; but in the absence of express agreement to the contrary, all subscriptions shall be several and not joint, and may be sued upon severally in any court of competent jurisdiction, without filing the original subscription list as an exhibit in the cause.

(RSMo 1939 § 5143)

Prior revisions: 1929 § 4670; 1919 § 9860; 1909 § 3059

Certificates shall draw interest and be assignable.

388.170. Every certificate of stock issued under the provisions of this chapter shall recite that fact upon its face; shall draw interest from date at six percent per annum, unless otherwise agreed in the articles of subscription; and shall be assignable by endorsement, under the hand of the holder thereof, and shall entitle the holder or his assignee to an amount of transportation, either freight or passenger, in his own right or at his request, over any and all parts of the road of such company, its successors, assigns, lessees, or any company operating the same at the time, to an amount equal to the face value thereof and accrued interest, if any, at rates not exceeding those set forth in the recorded statement herein provided for, provided, that such company shall have a right to require one-half of each freight bill, or of the fare for each trip, to be paid in cash, and that the remainder only shall be credited thereon until the amount due and unpaid shall be less than one-eighth thereof after which such holder shall be entitled to freight or passage to an amount equal to the balance due thereon until the same is all paid, when it shall be delivered up to said company, and the rights of such holder thereunder shall cease; provided further, that no assignment of any such certificate shall create any other or greater liability in the assignor than is expressly created by such assignment.

(RSMo 1939 § 5144)

Prior revisions: 1929 § 4671; 1919 § 9861; 1909 § 3060

Correct record of certificates issued to be kept--shall show what.

388.180. Every railroad company taking subscriptions under this chapter shall keep in its principal office in this state, open to inspection, a correct record of all such certificates of stock issued by them or their assignor or predecessor, showing the number, date, and to whom issued, and when cancelled; and it shall be the duty of the county clerk, upon production by such company of any such cancelled certificate, to note the fact and date of such cancellation in his office.

(RSMo 1939 § 5145)

Prior revisions: 1929 § 4672; 1919 § 9862; 1909 § 3061

Interest account with stockholders to be kept.

388.190. Any railroad company may open and keep an interest account with their stockholders, from the dates of their payments on their subscription, respectively; and, in order to place all their stockholders on an equal footing, may allow interest from the dates of such payments, payable in stock, for such time and under such regulations as the board of directors may prescribe.

(RSMo 1939 § 5172)

Prior revisions: 1929 § 4707; 1919 § 9897; 1909 § 3092

Persons holding stock in fiduciary capacity not liable asstockholders.

388.200. No person holding stock in any such company, as personal representative, conservator, or trustee, and no person holding such stock as collateral security shall be personally subject to any liability as a stockholder of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estates and funds in the hands of such personal representative, conservator, or trustee shall be liable in like manner, and to the same extent, as the testator or intestate of the protectee or person interested in such fund would have been, if he had been living and competent to act, and held the same stock in his own name.

(RSMo 1939 § 5140, A.L. 1983 S.B. 44 & 45)

Prior revisions: 1929 § 4667; 1919 § 9857; 1909 § 3056

General and additional powers.

388.210. Every corporation formed under this chapter shall, in addition to the powers herein conferred, have power:

(1) To cause such examination and survey for its proposed railroad to be made as may be necessary to the selection of the most advantageous route, and for such purpose, by its officers, agents or servants, to enter upon the lands or waters of any person; but such corporation shall be liable and subject to responsibility for all damages which shall be done thereto;

(2) To take and hold such voluntary grants of real estate and other property as shall be made to it to aid in the construction, maintenance and accommodation of its railroads; but the real estate received by voluntary grant shall be held and used for the purpose of such grant only;

(3) 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 road, and to cut down any standing trees that may be in danger of falling on the road, making compensation therefor as provided in this chapter and chapter 523 for lands taken for the use of the company;

(4) To construct its road across, along or upon any stream of water, watercourse, street, highway, plank road, turnpike or canal which the route of its road shall intersect or touch, but the company 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 unnecessarily to have impaired its usefulness. Nothing herein contained shall be construed to authorize the erection of any bridge or other obstruction across or over any stream navigated by steamboats at the place where any bridge or other obstruction may be proposed to be placed, so as to prevent the navigation of such stream, nor to authorize the construction of any railroad not already located in, upon or across any street in a city or road of any county, without the assent of the corporate authorities of said city, or the county commission of such county;

(5) To cross, intersect, join and unite its railroad with any other railroad before constructed, at any point on its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is or shall be hereafter intersected by any new railroad shall unite with the owners of such new railroad in forming such intersections and connections, and grant the facilities aforesaid; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points and manner of such crossings and connections, the same shall be ascertained and determined by commissioners to be appointed by the court, as is provided in this chapter and chapter 523 for the condemnation of lands for railroad purposes;

(6) To take and convey persons and property on their railroad by the power or force of steam or of animals, or by any mechanical power, and to receive compensation therefor;

(7) To erect and maintain all necessary and convenient buildings, stations, fixtures and machinery for the accommodation and use of their passengers, freights and business;

(8) From time to time to borrow such sums of money as may be necessary for the completion, equipment or repair of their railroad, or for the funding of any floating debt, or for the making of any addition or extension thereto authorized by their charter, or for the making connection with any bridge by tunnel or otherwise; and for any or all of the purposes above named may issue and dispose of their bonds for any amount so borrowed, and may mortgage their corporate property and franchise, or any part thereof, to secure the payment of any debt contracted by the company for the purposes aforesaid, or any one of them; provided, such corporation shall not increase its bonded indebtedness unless it complies with the provisions of section 351.160;

(9) To construct, maintain and operate in connection with any railroad bridge across any watercourse or navigable stream of water within this state a toll bridge for the passage of wagons, vehicles, foot passengers and animals, and to charge reasonable rates of toll therefor; provided, however, that any such toll bridge shall not be so constructed as to prevent the navigation of such watercourse or stream of water.

(RSMo 1939 §§ 5128, 5139, A. 1949 H.B. 2101, A.L. 1969 p. 528)

Prior revisions: 1929 §§ 4655, 4666; 1919 §§ 9850, 9856; 1909 §§ 3049, 3055

CROSS REFERENCE:

Stock or bond, issue to be approved by public service commission, 387.270, 387.280

Amendment of articles of incorporation--method.

388.220. 1. A railroad corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired; provided, that its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation if made at the time of making such amendment, and, if a change in shares or an exchange or reclassification of shares is to be made, such provisions as may be necessary to effect such change, exchange or reclassification as may be desired and as is permitted by this section. In particular, and without limitation upon such general power of amendment, a railroad corporation may amend its articles of incorporation from time to time so as:

(1) To change its corporate name;

(2) To change its period of duration;

(3) To change, enlarge or diminish its corporate purposes;

(4) To increase or decrease the number of its directors to not more than twenty-one, nor less than three;

(5) To increase or decrease the aggregate number of shares of any class which the corporation has authority to issue;

(6) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; provided, that if the par value of issued shares is increased there shall be transferred to stated capital at the time of such increase an amount of surplus equal to the aggregate amount by which the par value is increased;

(7) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued. The creation, alteration or abolition, in whole or in part, of designation, preferences, privileges or voting powers of any shares previously authorized, or the restrictions or qualifications thereof (including the creation, alteration or abolition of any provisions or rights in respect of the redemption of any shares; or any cumulative or noncumulative dividends, whether or not accrued, which shall not have been declared; or any accumulated but unexpended installment of any sinking fund whether or not set aside for the redemption or purchase of any shares; or any preemption right to subscribe for shares or other securities of the corporation whether existing at law or contained in the articles of incorporation or other certificate filed pursuant to law), shall be deemed to be a classification or reclassification of such shares for the purpose of this section;

(8) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, qualifications, limitations, restrictions and special or relative rights including convertible rights in respect of all or any part of its shares, whether issued or unissued;

(9) To change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or different number of shares having a par value;

(10) To create a new class or classes of stock and to define the preferences, qualifications, limitations, restrictions, and the special or relative rights of the shares of such new class or classes.

2. Amendments to the articles of incorporation shall be made in the following manner:

(1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting;

(2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner and upon the conditions provided in section 351.230 for the giving of notice of meetings of shareholders;

(3) At such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote, provided, however,

(a) That if any amendment provides for an increase of shares, then such amendment shall be adopted only upon receiving the affirmative vote of persons holding a larger amount in value of the outstanding shares;

(b) That if any amendment provides for the creation or increase of preferential shares, then such amendment shall be adopted only upon receiving the affirmative vote of a majority of all outstanding shares, including shares not entitled to vote by the articles of incorporation; and

(c) That if any amendment would alter or change the preferences, priorities, special rights or powers given to any one or more classes of shares by the articles of incorporation so as to affect such class or classes adversely, or if any amendment classifies or reclassifies outstanding shares of any class, or authorizes shares having preferences which are in any respect superior to the preferences of the outstanding shares of any class having preferences, or provides that shares of any class may be converted into shares of any other class or into shares of any other series of the same class, or alters the term or conditions of shares of any class which are either convertible or issuable upon conversion, then the shareholders of each such class of shares so affected by any such amendment shall vote thereon, whether by the terms of the articles of incorporation such class be entitled to vote or not, and the following vote of each such class of shares so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of other shares as in this subdivision (3) required, namely:

a. In the case of corporations, the articles of incorporation of which do provide for any such change or alteration on a specified vote, the vote of each such class as specified in the articles of incorporation; and

b. In the case of corporations, the articles of incorporation of which do not provide for any such change or alteration upon a specified vote, the vote of holders of seventy-five percent of the outstanding shares of each such class.

(L. 1945 p. 686 § 5149)

Capital stock may be reduced, when and how.

388.230. Any railroad company incorporated by the laws of this state may at any time reduce the amount of its capital or common stock by a vote of three-fifths in interest of all the stock of such company to be affected thereby, at a stockholders' meeting, called in conformity to the bylaws of such company; and if so voted for, said capital stock may be reduced upon the plan in detail thus submitted to the stockholders; provided, that such reduction shall be so made as to affect the interest of all stockholders alike; provided, that nothing in this section shall be so construed as to permit the reduction of the capital stock of any company below the minimum amount prescribed by law.

(RSMo 1939 § 5148)

Prior revisions: 1929 § 4675; 1919 § 9865; 1909 § 3064

Reorganization manager may adopt amendments to charters--certificatesof amendments to be filed.

388.240. 1. Notwithstanding the provisions of any other statutes of this state applicable to amendments of charters or articles of association of railroad companies incorporated under its laws, where a plan of reorganization of any such railroad company pursuant to the act of Congress of July 1, 1898, entitled "An Act to Establish a Uniform System of Bankruptcy Throughout the United States", as amended (herein called "The National Bankruptcy Act"), has been confirmed by decree or order of a court of competent jurisdiction, the reorganization managers or committee designated in the plan of reorganization to consummate the same, or such other person so authorized by the court or judge in such reorganization proceedings, shall have full power and authority to adopt such amendments of its charter or articles of association as may be necessary and proper to put into effect and carry out such plan of reorganization and the decrees and orders of the court relative thereto without action by the directors or stockholders of any such railroad company.

2. After the adoption of such amendments of the charter or articles of association a certificate of amendment executed, acknowledged and sworn to by such reorganization managers or committee or such other person so authorized by the court or judge to adopt such amendments, shall be filed with the secretary of state. Such certificate of amendment shall show

(1) The name of the corporation and, if it has been changed, the name under which it theretofore existed; (2) The amendment or amendments adopted; (3) The new capitalization of such corporation; and

(4) That such amendments and new capitalization were authorized by the plan of reorganization or in a decree or order of the court relative thereto, and that the plan has been confirmed under The National Bankruptcy Act, with the title and venue of the proceeding and the date when the decree or order confirming the plan was made.

3. Any such reorganized railroad company shall not be precluded from thereafter further amending its charter or articles of association in the manner otherwise provided by law. For the amendment of a charter or articles of association pursuant to a plan of reorganization as in this section provided, there shall be paid to the state of Missouri such fees as are or shall be prescribed by law on any increase in the capital stock of such reorganized company over its aggregate authorized capital stock upon which incorporation fees were previously paid.

(L. 1945 p. 684 § 5289C)

Trustees or receivers--rights and powers.

388.250. Trustees or receivers of railroad companies and corporations and their estates appointed by any court whatsoever owning, holding, operating, controlling or managing any such corporation or company or its estate shall have all the rights and powers possessed by railroad corporations and companies under the laws of Missouri.

(L. 1941 p. 329 § 5289A)

Railroad company may own and operate equipment foraerial transportation.

388.260. Any steam railroad company operating in this state may acquire, own and operate equipment designed for aerial transportation of persons and/or property in the same manner as individuals are now or may hereafter be lawfully permitted so to do.

(RSMo 1939 § 5132)

Prior revision: 1929 § 4659

May own and operate motor vehicles.

388.270. Any steam railroad company operating a railroad in this state may acquire, own and operate motor vehicles for the purpose of carrying passengers or property, or both persons and property, for hire upon the highways of this state in the same manner as individuals are now or may hereafter be permitted so to do.

(RSMo 1939 § 5133)

Prior revision: 1929 § 4660

Companies may contract with each other.

388.280. All railroad corporations may contract with each other, or with other corporations, in any manner not inconsistent with the scope, object and purpose of their creation and management.

(RSMo 1939 § 5183)

Prior revisions: 1929 § 4721; 1919 § 9911; 1909 § 3106

Companies may consolidate, when.

388.290. 1. Any two or more railroad companies in this state, existing under either general or special laws, and owning railroads constructed wholly or in part, which, when completed and connected, will form in the whole or in the main one continuous line of railroad, are hereby authorized to consolidate in the whole or in the main, and form one company owning and controlling such continuous line of road, with all the powers, rights, privileges and immunities, and subject to all the obligations and liabilities to the state, or otherwise, which belonged to or rested upon either of the companies making such consolidation. In order to accomplish such consolidation, the companies interested may enter into contract fixing the terms and conditions thereof, which shall first be ratified and approved by a majority in interest of all the stock held in each company or road proposing to consolidate, at a meeting of the stockholders regularly called for the purpose, or by the approval, in writing, of the persons or parties holding and representing a majority of such stock.

2. A certified copy of such articles of agreement, with the corporate name to be assumed by the new company, shall be filed with the secretary of state, when the consolidation shall be considered duly consummated, and a certified copy from the office of the secretary of state shall be deemed conclusive evidence thereof.

3. The board of directors of the several companies may then proceed to carry out such contract according to its provisions, calling in the certificates of stock then outstanding in the several companies or roads, and issuing certificates of stock in the new consolidated company, under such corporate name as may have been adopted; provided, however, that the foregoing provisions of this section shall not be construed to authorize the consolidation of any railroad companies or roads, except when by such consolidation a continuous line of roads is secured, running in the whole or in the main in the same general direction; and provided, it shall not be lawful for said roads to consolidate in the whole or in part, when by so doing it will deprive the public of the benefit of competition between said roads.

4. And in case any such railroad companies shall consolidate or attempt to consolidate their roads contrary to the provisions of this section, such consolidation shall be void, and any person or party aggrieved, whether stockholder or not, may bring action against them in the circuit court of any county through which such road may pass, which court shall have jurisdiction in the case and power to restrain by injunction or otherwise.

5. And in case any railroad in this state shall hereafter intersect any such consolidated road, said road or roads shall have the right to run their freight cars without breaking bulk upon said consolidated road, and such consolidated road shall transact the business of said intersecting or connecting road or roads on fair and reasonable terms.

6. Before any railroad companies shall consolidate their roads, under the provisions of this section, they shall each file with the secretary of state a resolution accepting the provisions thereof, to be signed by their respective presidents and attested by their respective secretaries, under the seal of their respective companies, which resolution shall have been passed by a majority vote of the stock of each, at a meeting of the stockholders to be called for the purpose of considering the same, sixty days' public notice of the time, place and purpose of such meeting having been given by advertisement in some newspaper printed in the county where the general offices of said company or companies of this state are situated.

(RSMo 1939 § 5161)

Prior revisions: 1929 § 4688; 1919 § 9878; 1909 § 3077

Aiding other railroads to form connection--terms.

388.300. 1. Any railroad company heretofore incorporated or hereafter organized in pursuance of law, may, at any time, by means of subscription to the capital stock of any other railroad company, or otherwise, aid such company in the construction of its railroad within or without the state, for the purposes of forming a connection of the last mentioned road with the road owned by the company furnishing such aid, or any such railroad company which may have built its road to the boundary lines of the state may extend into the adjoining state, and for that purpose may build, buy, lease or consolidate, in the manner provided in section 388.290, with any railroads in such adjoining state, and operate the same, and may own such real estate and other property in such adjoining state as may be convenient in operating such road; or any railroad company organized in pursuance of the laws of this or any other state, or of the United States, may lease or purchase all or any part of a railroad, with all its privileges, rights, franchises, real estate and other property, the whole or a part of which is in this state, and constructed, owned or leased by any other company, if the lines of the road or roads of such companies are continuous or connected at a point either within or without this state, upon such terms as may be agreed upon between said companies respectively; or any railroad company duly incorporated and existing under the laws of any state of the United States may extend, construct, maintain and operate its railroad into and through this state, and for that purpose shall possess and exercise all the rights, powers and privileges conferred by the general laws of this state upon railroad corporations organized thereunder, and shall be subject to all the duties, liabilities and provisions of the laws of this state concerning railroad corporations, as fully as if incorporated in this state.

2. Provided, that no such aid shall be furnished, nor any purchase, lease, subletting or arrangements perfected until a meeting of the stockholders of said company or companies of this state, party or parties to such agreement, whereby a railroad in this state may be aided, purchased, leased, sublet, consolidated or affected by such arrangements, shall have been called by the directors thereof, at such times and places and in such manner as they shall designate, sixty days' public notice thereof having been previously given and the holders of a majority of the stock of such company, in person or by proxy, shall have assented thereto, or until the holders of a majority of the stock of such company shall have assented thereto, in writing, and a certificate thereof, signed by the president and secretary of said company or companies, shall have been filed in the office of the secretary of state.

3. And provided further, that if a railroad company of another state shall lease a railroad, the whole or a part of which is in this state, or make arrangement for operating the same as provided in sections 388.290 and 388.300, or shall extend its railroad into this state, or through this state, such part of said railroad as is within this state shall be subject to taxation, and shall be subject to all regulations and provisions of law governing railroads in this state; and a corporation in this state leasing its road to a corporation of another state, or licensing or permitting a corporation of another state, under any running arrangement, to run engines and cars upon its road in this state, shall remain liable as if it operated the road itself; and a corporation of another state, being a lessee of a railroad in this state, or running its engines and cars upon a railroad in this state under a license, permit or running arrangement, shall likewise be held liable for the violation of any of the laws of this state, and may sue and be sued in all cases and for the same causes and in the same manner as a corporation of this state might sue or be sued if operating its own road; but a satisfaction of any claim or judgment by either of said corporations shall discharge the other; and a corporation of another state, being the lessee as aforesaid, or extending its railroad as aforesaid into or through this state, shall establish and maintain an office or offices in this state, at some point or points on the line of the road so leased or constructed and operated, at which legal process and notice may be served as upon railroad corporations of this state.

(RSMo 1939 § 5162)

Prior revisions: 1929 § 4689; 1919 § 9879; 1909 § 3078

Liability of companies for debts aftersale--consolidation--lease--assignment--suits for recoveryauthorized.

388.310. 1. Whenever any railroad, street railway, terminal or other railway corporation owning, operating, maintaining, managing or running any railway or railroad, of any kind whatsoever, in this state, shall sell, transfer, consolidate, lease or assign any such railroad, or railway, or any part thereof or interest therein, to or with any other railroad, railway, corporation, person or persons, such railroad, railway, corporation, person or persons, and its or their successors and assigns, shall take and hold the same subject to the payment of all judgments, claims, debts, liens and liabilities existing against such railroad, street railway, terminal or other railway corporation, at the time of the sale, transfer, consolidation, lease or assignment thereof. And whenever any such railroad, street railway or other railway company or corporation, or any receiver thereof, shall lease its road or tracks or any part thereof to any other company or corporation, or shall license or permit any other company or corporation, under any running agreement, to run cars, engines or rolling stock upon its road or track, in this state, the company or corporation so leasing its road, or such part thereof, to such other company or corporation, or so licensing or permitting the use of its road or track by such other company or corporation, shall remain liable for all acts, debts, claims, demands, judgments and liabilities of the lessee or licensee, or any sublessee or sublicensee, company or corporation, the same as if it (the lessor or licensor) operated the road, or such part thereof, itself; and such lessee or licensee shall likewise be held liable and may sue and be sued in all cases and for the same causes, and in the same manner, as if operating its own road; provided, however, that a satisfaction in full of any claim or judgment by either of such corporation or company shall discharge the other.

2. And suit may be brought upon any such claim, debt, lien or liability against either the corporation to whom any such sale, transfer, lease, or assignment has been made, or with which such consolidation has been had, or against the corporation so selling, transferring, leasing, consolidating or assigning, or against both such corporations, jointly, at the option of such claimant, and if any suit shall be pending against the corporation so selling, transferring, leasing, assigning, at the time of any such sale, transfer, consolidation, lease or assignment, the plaintiff therein may, at his option, and upon motion, have the corporation or person so purchasing, receiving, acquiring or taking, made a party defendant jointly with the other defendant, but such plaintiff's failure to have such corporation made a defendant in the case shall not in any manner prevent or bar such plaintiff from enforcing any judgment obtained in such suit against the corporation so acquiring, purchasing or taking such railroad, or railway, or part thereof, as above provided. And for the purposes of jurisdiction and service of process, the servants, agents, employees, officers and offices of either of such corporations or person shall be held to be the agents, servants, employees, officers and offices of both, and service upon the agent, officer or employee of either corporation shall be held and deemed sufficient and valid service upon both of such corporations.

(RSMo 1939 § 5163)

Prior revisions: 1929 § 4690; 1919 § 9880; 1909 § 3079

Power to construct roads, connect with, intersect or cross otherlines--duty to receive each other's freight.

388.320. Any railroad corporation or association, organized for the purpose, shall have the right to construct and operate a railroad between any points within this state, and to connect at the state line with railroads of other states; and shall have the right, with its road, to intersect, connect with or cross any other railroad, and shall receive and transport each other's passengers, tonnage and cars, loaded or empty, without delay or discrimination.

(RSMo 1939 § 5232)

Prior revisions: 1929 § 4775; 1919 § 9963; 1909 § 3162

Shall file profile maps, when.

388.330. Every railroad company shall, before constructing any part of its road into or through any county named in its articles of association, and every company heretofore formed and now operating roads in any county in this state, shall make a profile map or maps of the route intended to be or already adopted by such company in such county, which map or maps shall show the actual survey, location and distance of the roadbed through the congressional sections through which such road runs, and also the location and number of miles of main and sidetracks of such road in such county, and which map or maps shall be certified by the president and engineer of the company or a majority of the directors, and filed in the office of the clerk of the county commission of the county in which the road is to be or has been made. The company shall give written notice to all actual occupants of the land over which the route of the road is so designated, and which has not been purchased by or given to the company.

(RSMo 1939 § 5158)

Prior revisions: 1929 § 4685; 1919 § 9875; 1909 § 3074

Extension of lines--other roads, how acquired--assent ofmajority of stockholders required.

388.340. Any railroad company heretofore organized, or which may hereafter be organized under the laws of this state, may extend its line of railroad beyond this state into or through any other state or territory, and may acquire any line of railroad within or without this state which shall form a continuous line with the road operated by such company, by direct connection or by bridge, ferry or otherwise, or over any other line or lines constructed, or to be constructed, and which bridge, ferry, line or lines, such company shall have the right, by contract or otherwise, when completed, to use or operate, and may acquire and may hold the obligations and stock of other companies owning or operating any such lines of road, bridge or ferry; provided, that no line of railroad shall be so purchased until a meeting of the stockholders of such company or companies of this state, party or parties to such an agreement, whereby a railroad in this state may be purchased, shall have been called by the directors thereof, at such times and places and in such manner as they shall designate, sixty days' due notice thereof having been previously given, and the holders of a majority of such stock, by person or proxy, shall have assented thereto, or until a majority of the holders of the stock of such company shall have consented thereto, in writing, and a certificate thereof signed by the president and secretary of said company or companies shall have been filed in the office of the secretary of state.

(RSMo 1939 § 5164)

Prior revisions: 1929 § 4691; 1919 § 9881; 1909 § 3080

Extensions and branches authorized--procedure--fees.

388.350. Any railroad company organized under the laws of this state, or under the laws of any other state, a portion of whose line of railroad is constructed within this state, shall have the right to build extensions and branches of its line of railroad within this state of such length and in such direction as may be authorized by resolution adopted by its board of directors at any regular or special meeting of said board, which resolution shall show the county or counties into or through which said extension or branch railroad shall be constructed, and shall set forth the length of said extension or branch railroad and the proposed cost thereof and the intention of said railroad company to build the same. A certified copy of such resolution of the board of directors shall be filed in the office of the secretary of state, and when so filed shall be held and deemed to be an amendment to the charter of said corporation; provided, that before any railroad company shall extend its line or branches under the provisions of sections 388.350 to 388.370, it shall pay the same fees to the state as is now or may hereafter be provided for an original charter.

(RSMo 1939 § 5151)

Prior revisions: 1929 § 4678; 1919 § 9868; 1909 § 3067

Maps of extensions and branch routes to be filed, where--notice tolandowners.

388.360. Every railroad company, as aforesaid, before proceeding to construct any such extension of its railroad or branch railroad into or through any county mentioned in said resolution of its board of directors, shall make a map or maps of the route intended to be or already adopted for such extension or branch railroad by such company in such county or counties, which map or maps shall show all details as required by section 388.330, and shall be certified by the president or vice president and engineer of said company, or by a majority of the directors, and filed in the office of the clerk of the county commission of each county into or through which the extension of said railroad or said branch railroad is intended to be constructed. The company shall give written notice to all actual occupants of the land over which the route of said extension or branch railroad is so designated, and which has not been purchased by or given to said company.

(RSMo 1939 § 5152)

Prior revisions: 1929 § 4679; 1919 § 9869; 1909 § 3068

Right-of-way--how secured.

388.370. Any railroad company in this state shall have the right to take and hold all necessary ground for right-of-way for the extensions and branch railroads authorized to be constructed as aforesaid and for depots and sidetracks and other necessary purposes, and if the title thereof cannot be secured by agreement with the owners thereof, or if from any other cause the title cannot be secured, such company may proceed to condemn the same in the same manner and with the same effect as is now provided by law for the condemnation of other lands.

(RSMo 1939 § 5153)

Prior revisions: 1929 § 4680; 1919 § 9870; 1909 § 3069

Right-of-way through state, county or city lands.

388.380. The right-of-way is hereby granted to any railroad company through any unimproved land belonging to this state, through which their railroad may pass; and in case any more land belonging to this state shall be required for the purpose of any railroad corporation than is needed for the track of the road, and in case any improved land belonging to the state shall be necessary for the purpose of any railroad corporation, the secretary of state shall have power to grant to any railroad company any land belonging to this state which may be required for the purposes of their road, on such terms as may be agreed on between said secretary of state and said company; or such company may acquire title thereto by appraisal, as in the case of land owned by individuals; and if any land belonging to a county, city or town is required by any company for the purposes of their road, the county or city or town officers having charge of such land may grant to such company, on such terms as may be agreed upon, or the land may be appraised in the manner aforesaid.

(RSMo 1939 § 5154)

Prior revisions: 1929 § 4681; 1919 § 9871; 1909 § 3070

Title to lands of persons not sui juris, how acquired.

388.390. In case any title or interest in real estate required by any company formed under this chapter for the purpose of its incorporation shall be vested in any trustee not authorized to sell, release and convey the same, or in any infant or mentally or physically disabled person, the probate division of the circuit court shall have power by a summary proceeding on petition to authorize and empower such trustee or the conservator of such infant or mentally or physically disabled person, to sell and convey the same to such company, for the purposes of its incorporation, on such terms as may be just; and in case any such infant or disabled person is not in charge of such court or conservator, the court may appoint a guardian ad litem for the purpose of making such sale, release or conveyance, and may require such security from such guardian ad litem as the court may deem proper. But before any conveyance or release, authorized by this section, shall be executed, the terms on which the same is to be executed shall be reported to the court on oath; and if the court is satisfied that such terms are just to the parties interested in such real estate, the court shall confirm the report and direct the proper conveyance or release to be executed, which shall have the same effect as if executed by an owner of the land, having legal power to sell and convey the same.

(RSMo 1939 § 5155, A.L. 1983 S.B. 44 & 45)

Prior revisions: 1929 § 4682; 1919 § 9872; 1909 § 3071

Title to school lands, how acquired.

388.400. In all cases when it becomes necessary for any railroad company to acquire title to any unsold sixteenth section, or other school lands, required for the purposes of the incorporation, it shall be lawful in proceedings instituted by such railroad company to acquire title thereto, to notify the county school superintendent of the county in which such land, or the greater part thereof, is situate; or, if there be no such superintendent qualified to act, then such notice may be served upon the presiding commissioner of the county commission of the county in which such land, or the greater part thereof, is situate; and like proceedings shall be had as in other cases.

(RSMo 1939 § 5156)

Prior revisions: 1929 § 4683; 1919 § 9873; 1909 § 3072

Lands for depot purposes, how condemned.

388.410. In case lands sought to be appropriated by any railroad company in this state for depot purposes belong to private persons, and such company and the owner cannot agree on the compensation to be paid, or in case the owner is incapable of contracting, be unknown or a nonresident of the state, such company may have such lands condemned in the manner that is provided in chapter 523 for assessing damages which the owners of lands may severally sustain in consequence of the erection, establishment and maintenance of railroads over such lands; provided, that in no case shall more than ten acres of land in the country or more than six blocks in a town, village or city, be condemned under chapter 523 at any one place, or for any one depot; and provided further, that any other railroad company shall have the right to use said depot grounds for depot purposes with the necessary buildings, turnouts, sidings, switches and other conveniences in furtherance of said purpose; and if the said two companies cannot agree upon the amount of compensation to be made therefor, or the points or manner of such use, the same shall be ascertained and determined by commissioners, as provided by law for the condemnation of land for railroad purposes.

(RSMo 1939 § 1513)

Prior revisions: 1929 § 1349; 1919 § 1800; 1909 § 2369

May take material for construction, when and how.

388.420. 1. Any company shall have power, by themselves or agents, to enter and take from any land in the neighborhood of the line of their railroad, earth, gravel, stone, wood, water, or other material necessary for the construction and operation of said road and also for the purpose of depositing thereon earth, stone, gravel, or other materials and for the purpose of procuring water for their uses, may lay pipes, erect pumps, dams and reservoirs, and maintain and keep the same in repair, paying, if the owner of such lands and the company can agree, the damages they shall do to such land or its appurtenances; or, if they cannot agree, then the company, before entering upon the land, shall apply to an associate circuit judge of the county for the appointment of three commissioners, who shall be residents of the county and disinterested, to ascertain the amount of the damages, who, being duly sworn by the associate circuit judge impartially and faithfully to discharge the duties devolving on them, shall then ascertain the compensation, upon their own view of the grounds, and of the wood, earth, stone or gravel which may be taken therefrom, or the earth, stone, gravel, or other materials that may be deposited thereon, and the injury done in taking them or depositing thereon, except that it shall be the duty of the party making the application to show to the associate circuit judge that ten days' previous notice of the time of making the same has been given to the other party, or to some one of them; and no award which may be given under any appointment, without such notice, shall be obligatory or binding on the other party; and either party not satisfied with the award may appeal to the circuit court of the county in which the land may be, which may, at its discretion, confirm the award and enter it of record, or, as often as may be deemed necessary, may supersede the viewers, or any of them, appoint others in their stead, and direct another view and award to be made in the manner provided in this section.

2. If any associate circuit judge, or any resident of the county, shall refuse or neglect to perform the duties assigned to him, respectively, or prescribed in this section, upon being thereto required by either party, such associate circuit judge or other person shall forfeit and pay to the party making the application a sum not exceeding twenty-five dollars, to be recovered before any associate circuit judge of the county of which he is an inhabitant, and shall, moreover, be liable to the party aggrieved, except that no property shall be entered upon or disturbed, or the title divested under the provisions of this section, until the amount assessed by the commissioners or the circuit court shall be paid to such landowner, or deposited with the associate circuit judge, or in court or with the clerk thereof, for such owners.

(RSMo 1939 § 5160, A.L. 1990 H.B. 1070)

Prior revisions: 1929 § 4687; 1919 § 9877; 1909 § 3076

Roadbed may be changed--gauge.

388.430. 1. The directors of any railroad company heretofore incorporated under any general or special law, or that may hereafter be organized under the provisions of this chapter, may, by a vote of two-thirds of their whole number, at any time change their roadbed, or roadline, or any part thereof, for the purpose of shortening the line or to overcome natural objections thereto, or to secure economy in its construction; and when the capital stock of such company subscribed, and the amount paid thereon, shall be equal to or exceed the amount per mile, including the proposed extension, which, by section 388.040, is required to be subscribed and paid before filing the original articles of association, then such company may, by a like vote of its directors, at any time extend its line or roadbed from either terminus named in its original charter to such other point as shall be named in such proceedings of such company.

2. And whenever the business of any railroad company which may have heretofore organized or which may hereafter organize to construct a railroad of any gauge may demand a change of the gauge thereof, or whenever for other causes such change of gauge may become necessary or desirable, such company may, by a like vote of its directors, change its gauge, if a narrow, to a broad or standard, and if a broad or standard, to a narrow gauge railroad; provided, that if such railroad desiring such change of gauge be a narrow gauge railroad, such change of gauge shall not be made unless the capital stock of said company shall be at least ten thousand dollars per mile of such road constructed, or shall be increased in the manner provided in this chapter to such sum, nor unless there shall be subscribed in good faith at least one thousand dollars per mile of such road constructed or proposed to be constructed, and five percent thereon paid in cash, nor until such company shall pay into the state treasury the sum of five dollars for every ten thousand dollars of increased capital stock made necessary by such change of gauge. Such proceedings in relation to the extension of their road shall be entered on the record of the company, and a copy of such proceedings, with an affidavit as required by section 388.040 endorsed thereon, shall be filed in the office of the secretary of state, and by him recorded and certified as the original articles of association. But nothing contained in this chapter shall be so construed as to authorize such company to change the general route of their line or roadbed, or to avoid running their road through any point named in the original articles of association, or either terminus named therein, or to change the last established terminus except by extension of their road as aforesaid.

(RSMo 1939 § 5150)

Prior revisions: 1929 § 4677; 1919 § 9867; 1909 § 3066

Right of trustees to change roadbed or roadline and toacquire right-of-way.

388.440. Trustees or receivers of railroad companies and corporations and their estates appointed by any court whatsoever, owning, holding, operating, controlling or managing any such corporation or company or its estate shall have the right and power at any time to change the roadbed or roadline of the corporation or company or estate for which they were appointed trustees or receivers and which they are owning, holding, operating, controlling or managing, or any part of such roadbed or roadline, for the purpose of shortening the line or to overcome natural objections thereto or to secure economy in its construction or maintenance, and shall have the right and power to take and hold all necessary ground for right-of-way for such changes, and if the title thereof cannot be secured by agreement with the owners thereof, or if for any other cause the title cannot be secured, such trustees or receivers may proceed to condemn the same in the same manner and with the same effect as is now provided by law for the condemnation of lands by railroad corporations.

(L. 1941 p. 329 § 5289B)

Bridges over navigable streams in state--how constructedby railroads.

388.450. Bridges may be built by railroad companies owning lines of road in the state of Missouri on the lines of their routes, across rivers and other waterways, the navigable portions of which lie wholly within the limits of the state of Missouri; provided, the location and plans thereof are submitted to and approved by the chief engineers and the Secretary of the Army of the United States, and filed in the office of the secretary of state of the state of Missouri, before construction is commenced; and provided further, that when plans for any such bridge or other structures have been approved by the chief of engineers and by the Secretary of the Army, it shall not be lawful to deviate from such plans either before or after completion of the structure unless the modification of said plans has previously been submitted to and received the approval of the chief engineer and of the Secretary of the Army.

(RSMo 1939 § 5134)

Prior revisions: 1929 § 4661; 1919 § 9851; 1909 § 3050

Union stations--construction corporations--who may construct.

388.460. 1. In order to facilitate the public convenience and safety in the transmission of goods and passengers in, and in the neighborhood of, large cities, from one railroad to another, and to prevent the unnecessary expense, inconvenience and loss attending the accumulation of a number of stations, any number of persons not less than five, or any such number of persons, not less than five, and any railroad company or companies are hereby authorized to form themselves into a corporation under the general laws of this state, relating to private corporations for the purpose of constructing, establishing and maintaining a union station for passengers or freight depots, or for both, in or in the neighborhood of any city of this state, with the necessary offices and rooms convenient therefor, and the appurtenances thereto, and, for that purpose, may make and sign articles in which shall be stated the number of years the same is to continue, the city in which the same is to be located, the amount of the capital stock of said company, which shall not exceed ten millions of dollars, the amount of each share of stock, the names and places of residence of its directors who shall manage its affairs for the first year and until others are chosen in their place, the number of its directors, which shall not be less than five nor more than twenty, and shall also state the amount of stock taken by each subscriber.

2. And any railroad company may construct, build, operate and maintain a union station in, or in the neighborhood of any city of this state, for passengers or freight depots, or for both, with the necessary offices and rooms convenient therefor and the appurtenances thereto, and shall have like powers in connection with any such union station or depots, or both, as are possessed by union depot companies formed under this section.

(RSMo 1939 § 5251)

Prior revisions: 1929 § 4813; 1919 § 10002; 1909 § 3215

Powers of such corporation or railroad company.

388.470. Every corporation formed under section 388.460, and every railroad company which may build and operate a union station or depot under said section, shall, in addition to the general powers conferred by the laws of this state, in relation to corporations, have power

(1) To take and hold for the purposes mentioned in section 388.460 such real estate and railroad and other property as it may acquire by conveyance to said corporation, and such real estate as it may acquire under the provisions of said previous section, by condemnation;

(2) To take, occupy and condemn any lands and real estate needed for the establishment of such union station or depot, or the terminal facilities in connection therewith, and the same proceedings shall be had therefor as provided by law relating to the appropriation and valuation of land taken for telegraph, macadamized, graded, plank or railroad purposes, so far as applicable thereto, and, when so condemned the said land and any interest therein shall belong to such corporation or owner thereof;

(3) To hold and acquire, by purchase or condemnation, any such real estate as may be requisite or necessary for the purpose of constructing, erecting, maintaining and operating terminal facilities for the use of the railroads occupying or having access to such union station or depot, and also to build, maintain and operate terminal railroads and terminal facilities to be used in connection with such union station or depot, and to build, maintain and operate railroads, ferries and bridges over navigable streams, or otherwise, and to construct tunnels as and for approaches to said union station or depot, and to such extent as may be deemed necessary by the corporation operating and maintaining such union station or depot, and for such purposes to acquire property and extend its terminal facilities beyond the limits of this state, and also to transport, or permit to be transported, persons and property over such railroads, ferries and bridges as may be built or operated by any corporation operating thereunder and to charge compensation therefor, and such depot or railroad company may acquire and hold the stock and obligations of any company operated in connection with or forming part of the terminal facilities of such union depot or railroad company, and may guarantee the principal and interest of such obligations and dividends upon such stock;

(4) To have the right to lay the necessary tracks across, over, upon or under such streets of the city in which said station or depot is to be constructed, and across, over, upon or under such roads of the county or counties into which such terminal facilities are to be extended, as may be necessary in order to make the necessary connections with all such railroads as are to have access to said station or depot, and also to construct such station or depot across, under, over or upon any such streets or roads; provided, that nothing herein contained shall be construed to authorize the construction of such tracks, or station or depot, not already located, across, under, over or upon any street in a city or a road of any county, without the consent of the corporate authorities of such city or the county commission of such county;

(5) From time to time, to borrow such sums of money as may be necessary for the construction, completion, equipment, maintenance, finishing, operating or repairing of such station or depot, and the terminal facilities connected therewith, or for the purpose of funding its floating debt, or refunding its bonded debt, or for the purpose of making additions, alterations or betterments to its property, authorized by its charter, or for making any connection with any railroad which is to have access to such union station or depot, or with any bridge or tunnel connected with or forming a part of such terminal facilities, or for the construction, alteration or repair of any such bridge or tunnel connected with or forming a part of such terminal facilities, and for any or all of the above named purposes, may issue, sell, hypothecate and dispose of its corporate bonds for such amounts and at such prices as may by such corporation be deemed proper for obtaining any amount so borrowed, and may mortgage its corporate property and franchise or franchises, or any part or parts thereof, to secure the payment of such bonds or of any debt so contracted by such corporation for any of the purposes aforesaid;

(6) To open, from time to time, books of subscription to the remainder of the capital stock not taken by the subscribers to the articles of association; provided, however, that any company organized under section 388.460 shall not have the power by condemnation to acquire the property now owned by any other union depot company or railroad company and used or needed for its corporate purposes, but any company formed hereunder shall have the same right and power to intersect, connect with and cross other railroads with its tracks, and to join and unite its tracks with those of similar companies or railroad companies as is by the constitution and laws of this state conferred upon railroad companies, and the same method of ascertaining the compensation to be made therefor shall apply as is provided in the case of railroad companies under similar circumstances.

(RSMo 1939 § 5252)

Prior revisions: 1929 § 4814; 1919 § 10003; 1909 § 3216

Formation of corporation to build line from county seat torailroad or river.

388.480. For the sole purpose of connecting county seats in the state of Missouri with railroads, or with the Missouri or Mississippi rivers, where such connection does not already exist, it shall be lawful for any number of citizens of such county, not less than five in number, to form a corporation, with whatever amount of capital stock may be deemed necessary by such citizens, for the purpose of building an electric railroad from such county seat to some other railroad, or to the Missouri or Mississippi rivers, as before stated.

(RSMo 1939 § 5259)

Prior revisions: 1929 § 4821; 1919 § 10010; 1909 § 3226

Powers and duties of such corporation.

388.490. Such incorporation shall possess all the rights, privileges and powers given to any railroad corporation by the laws of this state, and in addition thereto, shall not be required to have any greater amount of stock than to the incorporators thereof may seem necessary; and provided further, that said corporation shall have power to create whatever amount of bonded indebtedness such corporation may deem necessary.

(RSMo 1939 § 5260)

Prior revisions: 1929 § 4822; 1919 § 10011; 1909 § 3227

Interurban railroads--powers of company.

388.500. Any corporation now existing, or that may hereafter be incorporated, for the purpose of constructing, building, owning, operating and maintaining an interurban electric railroad, shall have and possess the same rights and be subject to the same liabilities and shall be governed by the same powers, laws, limitations, restrictions and proceedings now governing railroads in this chapter for the condemnation of lands for right-of-way, and the fencing thereof.

(RSMo 1939 § 5261)

Prior revisions: 1929 § 4823; 1919 § 10012; 1909 § 3228

Foreign and nonresident railroad companies, licenserequired--penalty.

388.510. If any foreign or nonresident railway corporation of whatever kind, incorporated, created and existing under the laws of any other state, territory or country, and doing business as a carrier of freight or passengers shall carry, or attempt to carry, or hold itself out to carry passengers or freight of any kind from one point in this state to another point in this state, without a license, permit or certificate of authority therefor, first had and obtained from the state of Missouri, to be issued by the secretary of state, it shall forfeit and pay to the state of Missouri for each offense a penalty of not less than two thousand dollars nor more than ten thousand dollars, suit to be brought therefor in any court of competent jurisdiction by the attorney general or the prosecuting attorney of any county in the state in which such offense shall have been committed. Such offense shall be deemed to have been committed either in the county where such transportation originated or in the county where it terminated. The governor may, whenever he shall deem it necessary, appoint special counsel to assist the attorney general or any prosecuting attorney to enforce and carry out the provisions of this section.

(RSMo 1939 § 5262, A. 1949 H.B. 2101)

Prior revisions: 1929 § 4824; 1919 § 10013; 1909 § 3230

Railroad police authorized.

388.600. Any railroad company may apply to the director of the department of public safety for appointment of one or more of its employees of the age twenty-one or over, who regularly work in this state and who are residents of this state, or of an adjoining state, as railroad policemen for the purpose of protecting the property of the railroad, or property for which it is responsible, and for the purpose of protecting the persons and property of its passengers and employees.

(L. 1971 H.B. 232 § 1, A.L. 1983 H.B. 432, A.L. 2006 S.B. 933)

Application, contents, how made, fee.

388.605. The application for the appointment of railroad policemen shall be in such form as the director of the department of public safety may prescribe and shall include a statement in such detail as the director of the department of public safety may require as to the age, education, training in law enforcement and experience of each employee for whom appointment is requested. Each application shall be signed by an officer of the railroad company and by each employee for whom appointment is requested. Each application shall be accompanied by the statements of three reputable citizens of the state of Missouri attesting to the moral character of each employee for whom appointment is requested. A fee of fifteen dollars for each employee for whom appointment is requested shall be filed with the application to defray the expenses of processing the application.

(L. 1971 H.B. 232 § 2, A.L. 2006 S.B. 933)

Director of department of public safety to appoint--commissions,oath, bond of appointees.

388.610. The director of the department of public safety shall approve applications and appoint such railroad policemen as he deems proper, taking into consideration, among other things, the education, training and experience of each person so appointed concerning the powers of peace officers and the limitations on powers of peace officers in regard to the constitutional rights of citizens to be secure in their persons and property. Those approved, appointed, and commissioned by the director of the department of public safety shall be issued commissions by the director of the department of public safety, and each of them, before entering into the performance of his duties, shall subscribe before the clerk of a circuit court of this state, an oath in the form prescribed by Section 11, Article VII, of the Constitution of this State, to support the constitution and laws of the United States and the state of Missouri, to faithfully demean himself in the office and to faithfully perform the duties of the office, and each of them shall enter into a surety bond in the sum of ten thousand dollars payable to the state of Missouri, conditioned upon the faithful performance of his duties. The executed oath of office, together with a copy of the commission and the bond, shall be filed with the director of the department of public safety until the commission is terminated or revoked as provided in this section. As used in this section relating to railroad policemen, the word "commission" means a grant of authority to act as a peace officer.

(L. 1971 H.B. 232 § 3, A.L. 2002 S.B. 1213)

Identification filed with director of department of public safety.

388.615. Each railroad policeman shall file with the director of the department of public safety his photograph, fingerprints and signature.

(L. 1971 H.B. 232 § 4, A.L. 2006 S.B. 933)

Identification to be carried.

388.620. Every railroad policeman shall have in his possession, while on duty, a badge and identification card with photograph identifying him as a member of the police department of his railroad. Such badge shall be openly displayed except when an officer is conducting investigations and such badge or identification card shall at all times be exhibited upon demand and upon making an arrest.

(L. 1971 H.B. 232 § 5)

Railroad police, powers of.

388.625. Railroad policemen, while engaged in the pursuit of their purposes in regard to violations of the law which occurred on railroad property, shall have in every county and city in this state all law enforcement powers which county and city peace officers have except for the serving and execution of civil process, provided, however, that a railroad policeman shall not apply for or serve search warrants.

(L. 1971 H.B. 232 § 6)

Arrested persons, how treated.

388.630. The rights of persons arrested by railroad policemen shall be carefully respected and such persons shall be taken before the court having jurisdiction of the crime whereof the person arrested is charged, there to be dealt with according to law.

(L. 1971 H.B. 232 § 7)

Railroad police, how compensated.

388.635. The compensation for railroad policemen shall be paid by their respective railroads.

(L. 1971 H.B. 232 § 8)

License as peace officer required.

388.640. All railroad policemen who become employed after September 28, 1971, shall, before appointment, be a licensed peace officer in accordance with the provisions of chapter 590.

(L. 1971 H.B. 232 § 9, A.L. 2002 S.B. 1213)

Termination of appointment, procedure.

388.645. When a railroad no longer requires the services of a policeman so appointed, it shall file a notice of termination of employment with the director of the department of public safety, or at any time the director of the department of public safety may revoke the appointment by giving notice to the railroad and to the railroad policeman. Thereupon, the powers of such policeman shall cease.

(L. 1971 H.B. 232 § 10, A.L. 2006 S.B. 933)

Powers, where exercised.

388.655. All law enforcement powers granted to railroad police shall apply only on railroad rights-of-way or the immediate vicinity thereof, except that railroad police may investigate in any location incidents occurring on railroad property, and except such railroad police may pursue a person violating the law on railroad property off railroad property while in fresh pursuit of such person.

(L. 1971 H.B. 232 § 12, A.L. 1995 S.B. 387 & 289)

Investigations, how limited.

388.660. No railroad policeman may participate in any accident investigation which resulted from personal injury to, or property damage of, a third person, if such investigation is conducted away from railroad property.

(L. 1971 H.B. 232 § 13)


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