The Burlington Free Press from Burlington, Vermont • Page 28

PUBLIC ACTS OF THE GENERAL ASSEMBLY OF 1915. not an original bill is placed plainly shall impose upon the carrier issuing the same Section 1. railroad corporation doing business in this state, operating its road by electricity, shall, except in case of unavoidable accident, heat its cars by electricity or other safe method, including enclosed platforms and vestibules thereof, if the public service commission upon application and investigation shall so determine. Approved March 30, 191S- be placed plainly upon the face of every such bill, except the one first issued. A carrier shall be liable for the damage caused by his failure so to do to any one who has purchased the bill for value in good faith as an original, even though the purchase be after the delivery of the goods by the carrier to the holder" of the original bill.

Sec. 8. Non-negotiable bills shall be So marked. A non-neeotiable bill shall propriate to their own use fund3 not owner of such certificate, or his legal not be necessary for it to change the duly voted to them shall be guilty of representative, to give a bond with sum- form of its organization, and it may embezzlement "icient surety or sureties to the corpora- continue to designate its officers by the Sec. 26.

Contracts with Directors or tion in a sum not exceeding double the terms heretofore used. Trustees. A contract may be made market value of the stock to indemnify Nothing shall be done under the pro-between a corporation and one or more the corporation against any loss or claim visions of this act which would be a of the directors or trustees if the con- which may arise by reason of the issue violation of the agreements, inter se, tract is approved by a quorum of the of such new certificate. If the directors of the stockholders or" members of such board of directors or trustees, the con- unreasonably refuse to issue a new cer- a corporation. The provisions of sec-tracting directors or trustees not being tifkate the court of chancery within and tion 23 shall be inapplicable to such a present.

In entering into such con- for the county where the principal of- corporation. tract the directors or trustees must fice of the corporation is located shall No corporation shall be affected by act In good faith, and if their good have jurisdiction to compel such issue, this act in any way which would impair faith is attacked, the burden shall be upon such terms as it deems just. the obligation of any charter, or any upon them to prove it. Subject to these Sec. 36.

Certified Copies. A copy amendment thereof, granted or made provisions such contract shall be void- of any instrument, paper, or document prior to November 19, 1851. able by the corporation only if it would required by this, act to be recorded or Sec. 43. Reorganization of Existing have been voidable if made with a filed with the secretary of state shall, Corporations.

If the secretary of state stranger. (when it and the date of the record er receives articles of association of a cor- Sec. 27. Subscriptions to Stock. All 1 filing of the original is certified by him, poration to be formed under this act subscriptions to stock shall state be received by the courts as evidence, for the purpose of acquiring the assets whether the subscription is to be paid having the same force and jeffect as the, and continuing the business of any one in cash or in property.

If it is to be original thereof would have had, if pro-j corporation heretofore formed by special raid in cash the number of shares duced, and as proof that the original act or under the general laws of this was recoraea or niea as siaieu in suui siaic, uiu suta iaci 15 csiaunsncu uy however such possession may have been acquired if, by the terms of the bill, the carrier undertakes to deliver the goods to the order of such person, or if at the time of negotiation the bill is in such form that it may be negotiated by delivery. Sec. 32. Rights of person to whom a bill has been negotiated. A person to whom a negotiable bill has been duly negotiated acquires thereby (a) Such title to the goods as the person negotiating the bill to him had or had ability to convey to a purchaser in good faith for value, and also such title to the goods as the consignee and consignor had or had power to convey to a purchaser in good faith for value, and (b) The direct obligation of the carrier to hold possession of the goods for him according to the terms of the bill as fully as if the carrier had contracted directly with him.

Sec. 33. Rights of person to whom a bill has been transferred. A person to whom a bill has been transferred but not negotiated acquires thereby as against the transferor, the title to the goods, subject to the terms of any agreement with the transferor. If the bill is non-negotiable, such person also acquires the right to notify the carrier of the transfer to him of such bill, and thereby to become the direct obligee of whatever obligations the carrier owed to the transferor of the bill immediately before the notification.

Prior to the notification of the carrier by the transferor or transferee of a non-negotiable bill, the title of the transferee to the goods and the right to acquire the obligation of the carrier may be defeated by garnishment or by attachment or execution upon the goods by a creditor of the transferor, or by a notification to the carrier by the transferor or a subsequent purchaser from the transferor of a subsequent sale of the goods by the transferor A carrier has not received notification within the meaning of this section unless an officer or agent of the carrier, the actual or apparent scope of whose duties includes action upon such a notification, has been notified; and no notification shall be effective until the officer or agent to whom it is given has had time with the exercise of reasonable diligence to communicate with the agent or agents having actual possession or control of shall be stated. It it is to be paia in property, the property shall be briefly described. Subscriptions shall be pay-1 aM arrorrtincr tn thrir terms, and such terms may include a provision that a proportionate part of the subscription may be called and a like proportionate amount of stock issued from time to No stock shall be paid for in instalments. A subscriber to stock, who has not paid for such stock, shall not be entitled to any of the rights of a stock- holder. Sec.

28. Liability of Stockholders Stockholders who have paid for their stock in full shall be under no personal liability whatever for the liabilities of the corporation, except as is provided in section 24. Sec. 29. Liability of Directors or Trustees.

A director or trustee must discharge the duties of his office in showing its condition on the first day good faith, and with such care and skill! of January of that year. This report as may reasonably be expected to be shall show (1) thy. amount of its out-exercised by a person holding such of-(standing capital stock; (2) the total fee in the corporation of which he is amount of its indebtedness; (3) the a director or trustee. He shall be liable amount of its indebtedness secured by to the corporation for any damage actually suffered by it through his failure so to discharge his duties. Except as is herein specifically provided in section 20, a director or trustee who so discharges his duties shall be under no liability whatever to the corporation, its stockholders, members or creditors.

Sec 10. Duties of the Clerk. The clerk shall record all votes and proceed- tmn shall be liable to a penalty of ten ings of the stockholders or members of 1 dollars a day for each day that it refuses the corporation, and of the directors or or neglects to file such report, to be re-trustees and any executive committee of 1 covered with costs an action of debt the directors or trustees. He shall have I the name of the state returnable to the custodv of the corporate seal and' any county or municipal court; but in of the corporate records and shall keep i action the court may, in its dis-such records within this state. He shall cretion.

remit so much of the penalty keep a book containing a record of the Prescribed as it deems proper, names of the holders of stock, their and if, during the period between the places of residence, the number of Ums annual reports, any hfM fc-M bv Mrh tht time when thev change is made the officers or direc- certificate. Sec. 37. Liability for Wages. The liability of any corporation to wage- earners for any unpaid wages which were earned in the three months next prior to the filing of any mortgage or other lien upon the property and fran- chise of such corporation shall in all cases be a first lien thereon, notwrth- standing any mortgage or other Hen thereon recorded after such wages were earned.

An individual who works for wages, salary or hire at a rate of corn- pensation not exceeding $1,500 a year shall be deemed to be a wage-earner within the meaning of this section. Sec. 38. Annual Report. Every corporation having a capital stock shall annually, before the first day of March, file with the secretary of state a report mortgage or pledge of the corporate property or any part thereof; (4) the amount of its indebtedness not so secured; (5) the amount of assets including the amount of cash on hand; and (6) the names of the directors and clerk.

The report shall be verified by the president and treasurer, or a ma jority of the directors. The corpora- president and clerk under a like penalty so to do. Sec. 39. Provisions in Case Annual Meeting is not Held.

In the event of a failure to hold an annual meeting, the owners of one-twentieth of the outstanding stock of a corporation having a capital stock, or one-twentieth of the members of a corporation not having a capital stock, may apply in writing to a superior judge to call a meeting, stating the purpose thereof. The judge shall thereupon fix a time and place of meeting and issue his warrant to one of the applicants, which warrant shall require a meeting to be held at such time and place, and for the purpose stated in the application and warrant, and at such meeting business pursuant to such application may be transacted S.l,ch notic.e of the meeting shall be K'vcu icuncu uy uie uy-uws notlfe of a special meeting of the stockholders or members, or, if there special meeting of the; is no provision in the Dy-iaws, then such notice shall be given as the judge may require. Sec. 40. Provision in case Corporation Ceases to have Members.

Wherever there are no members of a corporation not having capital stock, by reason of the death of the former members of the corporation, or by reason of any other facts, a superior judge may by a writing signed by him appoint suit- ana may exercise all powers vested in the members of the corporation. The judge may in the writing signed by him respectively acquired the shares, and to or clerk such change shall be cer-the time of any transfers thereof. He tlfie? to the secretary of state by the shall procure and file in the office of the clerk In the town where the principal office Is located, and also have on file In his own office, certified copies of all papers required by law to be filed with the secretary of state. Sec 31. Inspection of Records of Papers.

All records, accounts and papers of the corporation shall be open to the inspection of any stockholder or member, unless, and to the extent that, such right of inspection is limited by some provision In the articles of association. No such provision shall limit the right to inspect the stock book mentioned in section 30. Any officer of the corporation shall, on payment or tender to him of a rea sonable fee, give a certified copy of any record, account, or paper in his custody, which 'the party demanding the same is I entitled to inspect If any officer, after payment or tender of such fee, neglects or refuses for three days to furnish such copy, he shall forfeit for each offense not more than one thousand dollars to the stockholder or member who demanded the same, to be recovered in an action on this statute. Sec 32. Preferred Stock.

Stock may be issued as preferred stock, both as to dividends and on liquidation, pursuant to provisions contained in the arti cles of association or amendments there- of. The terms of the preference shall the liability of one who represents and warrants that such bill is an accurate copy of an original bill properly issued, but no other liability. Sec 19. Carrier cannot set up title in himself. No title to goods or right to their possession, asserted by a carrier for his own benefit, shall excuse him from liability for refusing to deliver the goods according to the terms of a bill issued for them, unless such title or right is derived directly or indirectly from a transfer made by the consignor or consignee after the shipment, or from the carrier's lien.

Sec. 20. Interpleader of adverse claimants. If more than one person claims the title or possession of goods, the carrier may require all known claimants to interplead, either as a defence to an action brought against him for non-delivery of the goods, or as an original suit, whichever is appropriate. Sec 21.

Carrier has reasonable time to determine validity of claims. If some one other than the consignee or person in possession of the bill, has a claim to the title or possession of the goods, and the carrier has information of such claim, the carrier shall be excused from liability for refusing to deliver the goods either to the consignee or person in possession of the bill, or to the adverse claimant, until the carrier has had a reasonable time to ascertain the validity of the adverse claim or to bring legal proceedings to compel all claimants to interplead. Sec. 22. Adverse title is no defence, except as above provided.

Except as provided in the two preceding sections and in section 12, no right or title of a third person unless enforced by legal process shall be a defence to an action brought by the consignee of a non-negotiable bill or by the holder of a negotiable bill against the carrier for failure to deliver the goods on demand. Sec. 23. Liability for non-receipt or misdescription of goods. If a bill of lading has been issued by a carrier or on his behalf by an agent or employee the scope of whose actual or apparent authority includes the issuing of bills of lading, the carrier shall be liable to (a) The consignee named in a non-negotiable bill, or (b) The holder of a negotiable bill, who has given value in good faith relying upon the description therein of the goods, for damages caused by the non-receipt by the carrier or a connecting carrier of all or part of the goods or their failure to correspond with the description thereof in the bill at the time of its issue.

If, however, the goods are described in a bill merely by a statement of marks or labels upon them or upon packages containing them, or by a statement that the goods are said to be goods of a certain kind or quantity, or in a certain condition, or it is stated in the bill that packages are said to contain goods of a certain kind or quantity or in a certain condition, or that the contents or condition of the contents of packages are unknown, or words of like purport are contained in the bill, such statements, if true, shall not make liable the carrier issuing the bill, although the goods are not of the kind or quantity or in the condition which the marks or labels upon them indicate, or of the kind or quantity or in the condition they were said to be by the consignor. The carrier may also, by inserting in the bill the words "shipper's load and count" or other words of like purport indicate that the goods were loaded by the shipper and the description of them made by him; and if such statement be true, the carrier shall not be liable for damages caused by the improper loading or by the non-receipt or by the misdescription of the goods described in the bill. Sec. 24. Attachment or levy upon goods for which a negotiable bill has been issued.

If goods are delivered to a carrier by the owner or by a person whose act in conveying the title to them to a purchaser for value in good faith would bind the owner and a negotiable bill is issued for them, they cannot thereafter, while in the possession of the carrier, be attached by garnishment or otherwise, or be levied upon under an execution, unless the bill be first surrendered to the carrier or its negotiation enjoined. The carrier shall in no such case be compelled to deliver the actual possession of the goods until the bill is surrendered to him or impounded by the court. Sec. 25. Creditor's remedies to reach negotiable bills.

A creditor whose debtor is the owner of a negotiable bill shall be entitled to such aid from courts of appropriate jurisdiction by injunction and otherwise in attaching such bill, or ii satisf3ring the claim by mean3 thereof as is allowed at law or in equity in regard to property which cannot readily be attached or levied upon by ordinary legal process. Sec. 26. Negotiable bill must state charges for which lien is claimed. If a negotiable bill is issued the carrier shall have no lien on the goods therein mentioned, except for charges on those goods for freight, storage, demurrage and terminal charges, and expenses necessary for the preservation of the goods or incident to their transportation subsequent to the date of the bill, unless the bill expressly enumerates other charges for which a lien is claimed.

In such case there shall also be a hen for the charges enumerated so far as they are allowed by law and the contract between the consignor and the carrier. Sec. 27. Effect of sale. After goods have been lawfully sold to satisfy a carrier's lien, or because they have not been claimed, or because they are perishable or hazardous, the carrier shall not thereafter be liable for failure to deliver the goods to the consignee or owner of the goods, or to a holder of the bill given for the goods when they were shipped, even if such bill be negotiable.

Sec. 28. Negotiation of negotiable bills by delivery. A negotiable bill may be negotiated by delivery where, by the terms of the bill, the carrier undertakes to deliver the goods to the order of a specified person, and such person or a subsequent indorsee of the bill has indorsed it in blank. Sec.

29. Negotiation of negotiable bills by indorsement. A negotiable bill may be negotiated by the indorsement of the person to whose order the goods are deliverable by the tenor of the bill. Such indorsement may be in blank or to a specified person. If indorsed to a specified person, it may be negotiated again by the indorsement of such person in blank or to another specified person.

Subsequent negotiation may be made in like manner. Sec. 30. Transfer of bills. A bill may be transferred by the holder by delivery, accompanied with an agreement, express or implied, to transfer the title to the bill or to the goods represented thereby.

A non-negotiable bill cannot be negotiated, and the indorsement of such a bill gives the transferee no additional right. Sec. 31. Who may negotiate a bill. A negotiable bill may be negotiated by any person in possession of the same, have placed plainly upon its face by the carrier issuing it "non-negotiable" or "not negotiable." This section shall not apply, however, to memoranda or acknowledgments of an informal character.

Sec. 9. Insertion of name of person to be notified. The insertion in a negotiable bill of the name of a person to be notified of the arrival of the goods shall not limit the negotiability of the bill, or constitute notice to a purchaser thereof of any rights or equities of such person in the goods. Sec.

10. Acceptance of bill indicates assent to its terms. Except as otherwise provided in this act, where a consignor receives a bill and makes no objection to its terms or conditions at the time he received it, neither the consignor nor any person who accepts delivery of the goods, nor any person who seeks to enforce any provision of the bill, shall be allowed to deny that he is bound by such terms and conditions, so far as they are not contrary to law or public policy. Sec. 11.

Obligation of carrier to deliver. A carrier, in the absence of some lawful excuse, is bound to deliver goods upon a demand made either by the consignee named in the bill for the goods, or if the bill is negotiable, by the holder Ihereof, if such demand is accompanied by (a) An offer in good faith to satisfy the carrier's lawful lien upon the goods, (b) An offer in good faith to surrender, properly indorsed, the bill which was issued for the goods, if the bill is negotiable, and (c) A readiness and willingness to sign, when the goods are delivered, an acknowledgment that they have been delivered, if such signature is requested by the carrier. In case the carrier refuses or fails to deliver the goods in compliance with a demand by the consignee or holder so accompanied, the burden shall be upon the carrier to establish the existence of a lawful excuse for such refusal or failure. Sec. 12.

Justification of carrier in delivering. A carrier is justified, subject to the provisions of the three following sections, in delivering goods to one who is (a) A person lawfully entitled to the goods, or (b) The consignee named in a non-negotiable bill for the goods, or (c) A person in possession of a negotiable bill for the goods by the terms of which the goods are deliverable to his order, or which has been indorsed to him or in blank by the consignee or by the mediate or immediate indorsee of the consignee. Sec. 13. Carrier's liability for misdelivery.

Where a carrier delivers goods to one who is not lawfully entitled to the possession of them, the carrier shall be liable to any one having a right of property or possession in the goods if he delivered the goods otherwise than as authorized in subdivisions (b) and (c) of the preceding section; and, though he delivered the goods as authorized by either of said subdivisions, he shall be so liable if prior to such delivery he (a) Had been requested, by or on behalf of a person having a right of property or possession in the goods, -not to make such delivery, or (b) Had information at the time of the delivery that it was to a person not lawfully entitled to the possession of the goods. A request or information to be effective within the meaning of the section must be given to an officer or agent of the carrier, the actual or apparent scope of whose duties includes action upon such a request or information, and must be given in time to enable the officer or agent to whom it is given, acting with reasonable diligence, to stop delivery of the goods. Sec. 14. Negotiable bills must be cancelled when goods delivered.

Except as provided in section 27, and except when compelled by legal process, if a carrier delivers goods for which a negotiable bill had been issued, the negotiation of which would transfer the right to the possession of the goods, and fails to take up and cancel the bill, such carrier shall be liable for failure to deliver the goods to any one who for value and in good faith purchases such bill, whether such purchaser acquired title to the bill before or after the delivery of the goods by the carrier, and notwithstanding delivery was made to the person entitled thereto. Sec. 15. Negotiable bills must be cancelled or marked when parts of goods delivered. Except as provided in section 27, and except when compelled by legal process, if a carrier delivers part of the goods for which a negotiable bill had been issued and fails either (a) To take up and cancel the bill, or (b) To place plainly upon it a statement that a portion of the goods has been delivered, with a description, which may be in general terms, either of the goods or packages that have been so delivered or of the goods or packages which still remain in the carrier's possession, he shall be liable for failure to deliver all the goods specified in the bill, to any one who for value and in good faith purchases it, whether such purchaser acquired title to it before or after the delivery of any portion of the goods by the carrier, and notwithstanding such delivery was made to the person entitled thereto.

Sec. 16. Altered bills. Any alteration, addition or erasure in a bill after its issue without authority from the carrier issuing the same either in writing or noted on the bill shall be void, whatever be the nature and purpose of the change, and the bill shall be enforceable according to its original tenor. Sec.

17. Lost or destroyed bills. Where a negotiable bill has been lost or destroyed, a court of competent jurisdiction may order the delivery of the goods upon satisfactory proof of such loss or destruction and upon the giving of a bond with sufficient surety to be approved by the court to protect the carrier or any person injured by such delivery from any liability or loss, incurred by reason of the original bill remaining outstanding. The court may also in its discretion order the payment of the carrier's reasonable costs and counsel fees. The delivery of the goods under an order of the court as provided in this section, shall not relieve the carrier from liability to a person to whom the negotiable bill has been or shall be negotiated for value without notice of the proceedings or of the delivery of the goods.

Sec. iS. Effect of duplicate bills. A bill upon the face of which the word "duplicate" or some other word or words indicating that the document is NO. 148.

AN ACT TO AMEND SECTION 4546 OF THE PUBLIC STATUTES AND TO REPEAL SECTION 4550 OF THE PUBLIC STATUTES RELATING TO RAILROADS. It is hereby enacted by the General Assembly of the State of Vermont: Section 1. Section 4545 of the Public Statutes is hereby amended so as to read as follows Sec 4546. A corporation operating more than eighty miles of single track road in this state shall annually remove at least one grade crossing for each eighty miles or fraction thereof exceeding forty miles of road operated by it in this state, and every corporation operating less than eighty miles of single track road in this state shall annually remove at least one grade crossing. The first of such crossings to be removed, shall be that which, in the opinion of said commission, is among the most dangerous upon the lines operated by the railroad corporation removing such crossings; and the remaining crossings so to be removed shall be those which, in the opinion of the directors of such corporation, are among the most dangerous upon the lines operated by such railroad corporation; provided that not more than one grade crossing in any town in any one year shall be abolished when such change necessitates the construction of an underpass or an overpass at such crossing, unless such towns consent and agree thereto; and if a railroad corporation fails to remove the grade crossing or crossings that it is required to remove by the provisions of this section, said commission shall order such crossing or crossings removed as, in its opinion said railroad corporation should have removed under the foregoing provisions and said commission, in so doing, shall proceed in all respects as if the general manager or attorney of said railroad corporation had voluntarily applied therefor.

Said commission, upon application therefor, or upon its own initiative, and after notice and hearing and for cause shown, may exempt any railroad corporation in whole or in part from the requirements of this section for the then current year. Notice of such application and of the time and place of hearing shall be given by said commission to the attorney-general, who shall by himself, or through the state's attorney of the county where said crossing is located, attend such hearing and represent the interests of the state. Sec. 2. Section 4550 of the Public Statutes is hereby repealed.

Sec. 3. This act shall not affect proceedings heretofore commenced or now pending before the public service commission or the removal of any grade crossing heretofore ordered by said commission, and said sections 4546 and 4550 are hereby continued as to all such proceedings and removals. bee. 4.

This act shall take effect from its passage. Approved April 2, 1915. Uniform Bills of Lading. NO. 149.

AN ACT TO MAKE UNIFORM THE LAW OF BILLS OF LADING. It is hereby enacted by the General Assembly of the State of Vermont Section 1. Bills governed by this act. Bills of lading issued by any common carrier shall be governed by this act. Sec.

2. Form of bills. Essential terms. Every bill must embody within its written or printed terms (a) The date of its issue, (b) The name of the person from whom the goods have been received, (c) The place where the goods have been received, (d) The place to which the goods are to be transported, (e) A statement whether the goods received will be delivered to a specified person, or to the. order of a specified person, (f) A description of the goods or of the packages containing them which may, however, be in such general terms as are referred to in section 23, and (g) The signature of the carrier.

A negotiable bill shall have the words "order of" printed thereon immediately before the name of the person upon whose order the goods received are deliverable. A carrier shall be liable to any person injured thereby for the damage caused by the omission from a negotiable bill of any of the provisions required by this section. Sec. 3. Form of bills.

What terms may be inserted. A carrier may insert in a bill, issued by him, any other terms and conditions, provided that such terms and conditions shall not (a) Be contrary to law or public policy, or (b) In any wise impair his obligation to exercise at least that degree of care in the transportation and safe keeping of the goods entrusted to him which a reasonably careful man would exercise in regard to similar goods of his own. Sec. 4. Definition of non-negotiable or straight bill.

A bill in which it is stated that the goods are consigned or destined to a specified person, is a non-negotiable or straight bill. Sec. 5. Definition of negotiable or order bill. A bill in which it is stated that the goods consigned or destined to the order of any person named in such bill, it is a negotiable or order bill.

Any provision in such a bill that it is non-negotiable shall not affect its negotiability within the meaning of this act. Sec. 6. Negotiable bills must not be issued in sets. Negotiable bills issued in this state for the transportation of goods to any place in the United States on the continent of North America, except Alaska, shall not be issued in parts or sets.

If so issued the carrier issuing them shall be liable for failure to deliver the goods described therein to any one who purchases a part for value in good faith, even though the purchase be after the delivery of the goods by the carrier to a holder of one of the other parts. Sec 7. Duplicate negotiable bills must be so marked. When more than one negotiable bill is issued in this state for the same goods to be transported to any place in the United States on the continent of North America, except Alaska, the word "duplicate" or some other word or words indicating that the document is not an original bill shall affidavit, to his satisfaction, he shall record such articles of association of such corporation without the payment of any organization fee, except a fee of five dollars and such corporation may assume the name of the corporation whose assets and business are to be 1 so acquired. Sec.

44. Limited Partnerships tion 4S91 of the Public Statutes is here- by amended so as to read as follows: Limited partnerships for the transaction of mercantile, mechanical or manufacturing business within this state may be formed by two or more persons. No such partnership shall be formed for the purpose of engaging in any business which a corporation formed under the general corporation act may not engage bee. 45. When this Act is Effective.

This act shall take effect from its passage. Approved April 1, 1915. TITLE 26. Railroads. NO.

142. AN ACT TO EXTEND THE TIME WITHIN WHICH THE CONSTRUCTION OF RAILROADS HERETOFORE AUTHORIZED MAY BE COMMENCED OR FINISHED. It is hereby enacted by the General Assembly of the State of Vermont: Section 1. The time limited by law, within which any railroad corporation existing under the laws of this state is required to commence or to finish the construction of a railroad, is hereby extended for a period of two years from and after the present time limit within which the railroad corporation is required to commence or to finish such construction. Sec.

2. This act shall take effect from its passage. Approved April 2, 1915. NO. 143.

AN ACT RELATING TO THE FOOT BRIDGE OF THE UNION PASSENGER STATION AT BURLINGTON. It is hereby enacted by the General Assembly of the State of Vermont: Section 1. The foot bridge for the use of passengers in connection with the Union Station, which is being built at Burlington, may be constructed and maintained at a height of sixteen feet ahnvp til tnn tli rolls Ar samCj such railg to be for passenger trains only. Sec 2. This act shall take effect from its passage.

Approved February 17, 1915. NO. 144. AN ACT TO AMEND SECTION 4517 OF THE PUBLIC STATUTES. RELATING TO LOITERING IN RAILROAD STATIONS.

It is hereby enacted by the General Assembly of the State of Vermont: Section 1. Section 4517 of the Public Statutes is hereby amended so as to read as follows: Sec 4517. A person, without right, loitering or remaining in a depot, or upon the platform or grounds adjacent 'thereto, after being requested to leave sheriff, constable, policeman or other police officer, shall be fined not more than twenty dollars nor less than two dollars. Approved January 22, 1915. NO.

145. AN ACT TO REGULATE RAILROAD DEMURRAGE CHARGES. It is hereby enacted by the General Assembly of the State of Vermont: Section 1. No railroad or transportation company doing business in this state shall charge, collect or receive any demurrage or storage charge on freight received at any station in this state until four days, not including Sundays or holidays, after it shall have notified, verbally or by mail, the consignee of such freight of its arrival, providing that the shipment originates in and is transported and delivered entirely within the state of Vermont. Approved March 31, 1915.

NO. 146. AN ACT TO AMEND SECTION 4490 OF THE PUBLIC STATUTES, RELATING TO FORMATION OF PASSENGER TRAINS. It is hereby enacted by the General Assembly of the State of Vermont: Section 1. Section 4499 of the Public Statutes is hereby amended so as to read as follows Sec.

4409. In forming a passenger train of more than one passenger car, no loaded and not more than two empty freight, or lumber cars shall be placed in the rear of passenger cars; and, if they are so placed, and an accident hap- 1 .1 rr a. pens to me or nmu, trie omcer or agem who so directed, or knowingly suffered such arrangement, and the conductor of the train, shall be held guilty of intentionally causing the injury, and be punished accordingly. Sec. 2.

This act shall take effect from its passage. Approved March 5, 1915. NO. 147. AN ACT TO PROVIDE FOR THE HEATING OF CARS OPERATED BY ELECTRICITY.

It is hereby enacted by the General Assembly of the State of Vermont: be definitely stated in the certificates 1 aDie persons 10 De memoers 01 tne cor-for such stock, and also in the cer-! poration. Such persons shall evidence tificates of any stock subsequently 1 their acceptance of such appointment issued, the rights of the holders of a writing signed by them, and such which are deferred to the rights of the persons, or so many of them as so ac-holders of such preferred stock. cept, shall thereupon become the mem- Sec. 31. Transfer of Deliv- bers of the corporation and shall have appoint a time ana place lor tne a 'railroad policeman, sheriff, deputy the goods.

Sec. 34. Transfer of negotiable bill without indorsement. Where a negotiable bill is transferred for value by delivery, and the indorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel him to indorse the bill, unless a contrary intention appears. The negotiation shall take effect as of the time when the indorsement is actually made.

This obligation may be specifically enforced. Sec 35. Warranties on sale of bill. A person who negotiates or transfers for value a bill by indorsement or delivery, including one who assigns for value a claim secured by a bill, unless a contrary intention appears, warrants (a) That the bill is genuine, (b) That he has a legal right to transfer it, (c) That he has knowledge of no fact which would impair the validity or worth of the bill, and (d) That he has a right to transfer the title to the goods, and that the goods are merchantable or fit for a particular purpose whenever such warranties would have been implied, if the contract of the parties had been to transfer without a bill the goods represented thereby. In the case of an assignment of a claim sccurcfl by a bill, the liability of the assignor shall not exceed the amount of tfce claim.

Sec. 36. Indorser not a guarantor. The indorsement of a bill shall not make the indorser liable for any failure on the part of the carrier or previous in-dorsers of the bill to fulfill their respective obligations. Sec.

.37. No warranty implied from accepting payment of a debt. A mortgagee or pledgee, or other holder of a bill for security who in good faith demands or receives payment of the debt for which such bill is security, whether from a party to a draft drawn for such debt or from any other person, shall not be deemed by so doing to represent or to warrant the genuineness of such bill or the ciuantity or quality of the goods therein described. Sec. 38.

When negotiation not impaired by fraud, accident, mistake, duress or conversion. The validity of the negotiation of a bill is not impaired by the fact that such negotiation was a breach of duty on the part of the person making the negotiation, or by the fact that the owner of the bill was deprived of the possession of the same by fraud, accident, mistake, duress or conversion, if the person to whom the bill was negotiated, or a person to whom the bill was subsequently negotiated, gave value therefor, in good faith, without notice of the breach of duty, or fraud, accident, mistake, duress or conversion. Sec. 39. Subsequent negotiation.

Where a person having sold, mortgaged or pledged goods which are in a carrier's possession and for which a negotiable bill has been issued, or having sold, mortgaged, or pledged the negotiable bill representing such goods, continues in possession of the negotiable bill, the subsequent negotiation thereof by that person under any sale, pledge, or other disposition thereof to any person receiving the same in good faith, for value and without notice of the previous sale, shall have the same effect as if the first purchaser of the goods or bill had expressly authorized the subsequent negotiation. Sec. ao. Form of the bill as indicating rights of buyer and seller. Where goods are shipped by the consignor in accordance with a contract or order for their purchase, the form in which the bill is taken by the consignor shall indicate the transfer or retention of the property or right to the possession oi the goods as follows (a) Where by the bill the goods are deliverable to the buyer or to his agent, or to the order of the buyer or of his agent, the consignor thereby transfers the property in the goods to the buyer, (b) Where by the bill the goods ar deliverable to the seller or to his agent, or to the order of the seller or of his agent, the seller thereby reserves th property in the goods.

But if, excepl for the form of the bill, the property would have passed to the buyer on shipment of the goods, the seller's propertj in the goods shall be deemed to be onb for the purpose of securing performance by the buyer of his obligations undet the contract. (c) Where by the bill the goods an deliverable to the order of the buyer 01 of his agent, but possession of the bit is retained by the seller or his agent the seller thereby reserves a right the possession of the goods, as agains the buyer. (d) Where the seller draws on tin buyer for the price and transmits th draft and bill together to the buyer secure acceptance or payment of thi draft, the buyer is bound to return thi bill if he does not honor the draft, an if he wrongfully retains the bill he ao ery of Certificate. The capital stock! shall be represented by certificates, sign ed by the president and clerk, and under the corporate seal. The delivery of a certificate of stock by the person named as the stockholder in such certificate or by a person entrusted by him with its possession for any purpose to a bona fide purchaser or pledgee for value, with a written trans- fer thereof, or with a written power of attorney to sell, assign or transfer the same, signed by the person named as the 1 1 1 111 stockholder in such certificate, shall be a sufficient delivery to transfer title as against all persons, including creditors of the record holder; but no such transfer shall affect the right of the corporation to pay any dividend due upon the stock of the holder of record, or otherwise to treat the holder of record as the holder in fact, until it has bcerf recorded upon the books of the corporation, or until a new certificate has been Issued to the person to whom it has been transferred.

Such transferee. upon delivery of the former certificate to the treasurer of the corporation, shall be entitled to receive a new certificate. No attachment or levy upon shares of 6tock shall be valid until such certificate Is actually seized by the officer making the attachment or levy. A creditor of the stockholder shall be entitled to such aid from courts of appropriate jurisdiction, by injunction or otherwise, as is allowed in regard to property which cannot readily be attached or levied upon by ordinary legal process. Sec 34.

Pledges of Stock. A pledgee of stock transferred as collateral security shall be entitled to a new certificate. At the written request of the pledgor and pledgee the corporation shall state, on the face of such certificate, that the holder is a pledgee, and shall also state the name of the pledgor. In such case the pledgor shall be entitled to the voting rights, and the pledgee shall be entitled to all other ngnis, incident to tne ownership 01 sucn 1 stock. Such stock shall be listed for I taxation (when not tax exempt) to the pledgee, if he has obtained a new certificate therefor, but the pledgor shall be bound to reimburse the pledgee for all taxes paid, and the pledgee may tax the amount paid to the debt for which such stock was transferred as collateral security.

Sec 35. Stock Certificates Lost or Destroyed, The directors may, unless it is otherwise provided by the articles of association or by the by-laws, determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost or destroyed. They may, ia their discretion, require the meeting of the persons so appointed. Sec. 41.

Compulsory Dissolution. The court of chancery within and for the county where the corporation has its principal office may, upon petition and after notice and hearing and upon such terms and conditions as it deems just, dissolve any corporation whenever it appears that its business transactions a .1. 1 1 are" repugnant to the law of this state. It shall so dissolve any corporation which has created a monopoly or unreasonably restrained competition in trade. Sec.

42. Laws Repealed Application of this Act to Existing Corporations. Sections 4245 to 4251 inclusive, 4257 to 4262 inclusive, 4264 to 4275 inclusive, and 42S7 to 4323 inclusive of the Public Statutes and all acts in amendment thereof, and No. 143 of the Acts of rgio, are hereby repealed, except as hereinafter provided, and as provided in section 35 of the Public Statutes. Such repeal shall not affect any liability (including liability for penalties, forfeitures and in criminal proceedings) of any corporation, or any stockholder, member, officer or agent of a corporation for any act done prior to the passage of this act, and shall not affect any rights of whatever nature lawfully acquired prior to the passage of this act by any corporation, or any member or stockholder, or any creditor of any corporation or stockholder, or any other person.

Such liabilities and rights may be enforced and enjoyed as though the laws repealed -were in full force and effect (but subject to all other provisions of law applicable there to). Any corporation heretofore organized having no capital stock and which has divided its corporate rights or property into shares according to sect'on 4315 of the Public Statutes may continue to i 1 re 1 conduct its altairs in the manner in which it was authorized to conduct them at the passage of this act. All corporations heretofore formed by special act or under the general laws of this state (other than such corporations as are excluded from the operation of this act section 2) shall, with respect to all future acts including charter amendments, be deemed to be within the provisions of this act in the same manner as corporations formed hereunder (for such purpose the term "articles of association wherever it occurs in this act shall be held to read "articles of association or Whenever the organization of such a corporation is in substance in accord with the provisions of this act, it shall 1.