xt76t14tj41j https://exploreuk.uky.edu/dips/xt76t14tj41j/data/mets.xml Hines, Edward Warren, 1858- 1905  books b92-34-26573558 English J.P. Morton, : Louisville, Ky. : Contact the Special Collections Research Center for information regarding rights and use of this collection. Louisville and Nashville Railroad Company. Corporate history of the Louisville & Nashville Railroad Company : and roads in its system / by Edward W. Hines. text Corporate history of the Louisville & Nashville Railroad Company : and roads in its system / by Edward W. Hines. 1905 2002 true xt76t14tj41j section xt76t14tj41j 







CORPORATE



LOUISVILLE



RAILROAD



HISTORY



OF THE


 NASHVILLE



COMIPANY



AND



ROADS IN ITS SYSTEM





         BY
  EDWARD W. HINES
    GENERAL SOLICITOR



      PRtss OF
JOHN P. MORTON  COMPANY
  LOUISVILLE, KENTUCKY

 This page in the original text is blank.

 

PREFACE



   This book is intended to give the main features of the
charters under which the various roads forming a part of
the system of the LOUISVILLE  NASHVILLE RAILROAD
COMPANY have been constructed, and also of the charters
under which those roads are now operated, together with
a reference to the volumes or records where those charters
may be found, and a history of the title to each road,
including abstracts of judicial proceedings under which
changes of title have taken place. The charters, con-
tracts, mortgages, and deeds themselves are not included,
but are referred to by numbers, and may be found by
those numbers in the office of the Secretary of the Louis-
ville  Nashville Railroad Company. There are two
series of numbers, one for contracts, charters, and mort-
gages, referred to as contract numbers, and the other for
deeds, referred to as deed numbers. Tables showing the
bonded indebtedness of the Company and the security
therefor, and also the date and amount of each increase
of the capital stock of the Company, appear in the
Appendix.
   MAY 1, 1905.


 

LINES FORMING LOUISVILLE dr NASHVILLE
                 RAILROAD SYSTEM.

PART I.-Lines owned by Louisville  Nashville Railroad
    Company, which it operates:
                                               MILES   MILES
    Main Stem ................................ 185.92
    Nashville  Decatur Railroad ............... 119.24
    Nashville, Florence  Sheffield Division ....... 114.78
    New  Old Decatur Belt  Terminal Railroad . 3.62
    Stout's Mountain Railroad ................... 5.95
    Montgomery  Prattville Branch ..... ....... 10.35
    Birmingham Mineral Division ............... 219.19
    Alabama Mineral Division ................... 138.14
    Mobile  Montgomery Division .............. 178.49
    Alabama  Florida Division ................. 126.45
    New Orleans  Mobile Division .............. 140.36
    Pontchartrain Railroad .......... ........... 5.18
    Bardstown  Springfield Branch ...... ....... 37.44
    Knoxville Division.                       183.72
    Southern Division Cumberland  Ohio Railroad 30.90
    Cumberland Valley Division ................. 129.79
    Middlesborough Railroad ......... ........... 19.15
    Knoxville, LaFollette  Jellico Railroad ....... 97.21
    Atlanta, Knoxville  Northern Railway ...... 228.14
    Memphis Line ............................. 261.59
    Owensboro  Nashville Railway ...... ....... 88. 10
    Clarksville  Princeton Branch ...... ........ 32.00
    Clarksville Mineral Branch ........ .......... 37.35
    Henderson Division ........................ 160.92
    Southeast  St. Louis Railway .............. 208.74
    Southern Alabama Division ................. 127.70
    Birmingham, Selma  New Orleans Division .. 60.25
    Pensacola Division .............. ........... 44.64
    Pensacola  Atlantic Division ............... 160.47
    Cincinnati Division ......................... 114.57
    Lexington Branch .......................... 75.51  "I
    Shelby Branch ............................. 19.10
    Shelbyville, Bloomfield  Ohio Branch ........ 26.72
    Louisville, Harrod's Creek  Westport Branch . 3.46
  e Kentucky Central Division .................. 252.50
                                                        3,647.64

 

LOUISVILLE  NASHVILLE RAILROAD CO.



PART II.-Lines operated but not owned:
                                     MILES  MILES     MILES
         Forward ....................................... 3,647.64
(a) Operated for account of owners:
    South  North Alabama Railroad-... 192.57
    Glasgow Railway ........ ......... 10.50
    Elkton  Guthrie Railroad ......... 10.92
    Eastern Railway of Alabama ....... 19.80
    Alabama Northern Railway .    ....... 7.50
                                            241.29
(b) Operated under trackage arrangements:
    Louisville  Nashville Terminal Co.. 1.15
    Southern Railway  .    ........... 23.85
    Atlanta  Birmingham Air Line R'y. 80.00
    Norfolk  Western Railway    .      77
    Virginia  Southwestern Railway .... 3.77
    Nashville, Chattanooga  St. Louis
      Railway .5.46
    Baltimore  Ohio Southwestern R'y. .  .11
    Terminal Railroad Association of St.
      Louis .3.84
    Western Railway of Alabama    .     70
    Covington  Cincinnati Elevated Rail-
      road  Transfer  Bridge Company  2.18
    Louisville  Interurban Railway ....  7.70
                                              129.53
                                                       370.82
PART III.-Lines operated under separate organ-
   izations, in which the Louisville  Nashville
   Railroad Company owns a majority of the
   capital stock or is interested as joint owner
   or lessee:
                                               MILES
    Nashville, Chattanooga  St. Louis Railway. .947.05
    Birmingham Southern Railroad .26.37
    Central Transfer, Railway  Storage Company.  .67
    Georgia Railroad and dependencies ............ 614.00
    Chicago, Indianapolis   Louisville Railway ...591.51
                                                     2,179.60
PART IV. Lines owned by Louisville  Nash-
   ville Railroad Company, but operated by
   other companies:
                                               MILES
    Paducah  Memphis Division ................ 248.74
    Clarksville  Princeton Branch ...... ......... 20.70
                                              --       269.44
      Total Mileage ......... 6,467.50



v

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CORPORATE HISTORY



                    OF THE

LOUISVILLE  NASHVILLE

          RAILROAD COMPANY
                      AND

       ROADS IN ITS SYSTEM.


                   PART I.
   LINES OWNED BY LOUISVILLE  NASHVILLE
         RAILROAD COMPANY, WHICH IT
                  OPERATES.

                  MAIN STEM.

Louisville to Nashville ...............   185.92 miles.

  THE LOUISVILLE  NASHVILLE RAILROAD COMPANY was
incorporated by an act of the Kentucky Legislature, ap-
proved March 5, 1850. (Acts 184k9-50, p. 427.). ts .name
has never been changed. The first election of directors
took place September 20, 1851.
  Preliminary explorations were begun by L. L. RQbin-
son, Chief Engineer, in May, 1851. After thorough and
extensive instrumental examination of the Sountry'between
Louisville and Nashville, occupying the remainder of that
year and the whole of 1852, the present location of the
road was selected by him and adopted by the Board of
Directors. May 24, 1852, the Company acquired the
charter-rights and stock subscriptions of the Bowling

 
CORPORATE HISTORY OF THE



Green  Tennessee Railroad Company, which was incor-
porated by act of the Kentucky Legislature, approved
March 5, 1850, with power to construct a railroad
from Bowling Green to the Tennessee line in the direction
of Nashville (Acts 1849-50, p. 437.)
  ''In the spring of 1853, a contract was executed for the'
grading, masonry, bridge and railway superstructure, and
the contractors began by breaking ground in May of that
year. October 18, 1853, the Company acquired from James
R. Skiles and wife the Bowling Green Portage Railway,
which was built under a charter obtained from the Ken-
tucky Legislature by act approved February 11, 1836 (Acts
1835, p. 120), and which is now in use as a means of trans-
ferring freight from the boats to the railroad.
   The operation of the first 31j miles of the Main Stem
of the Louisville  Nashville Railroad, from Louisville to
Lebanon Junction, was begun June 9, 1856, and the oper-
ation of the Lebanon Branch in connection therewith was
begun November 1, 1857. Trains, however, were running
on the Main Stem as far south as Salt River, a distance of
18 miles from Louisville, prior to February 1, 1856.
   October 1, 1858, there was a continuous line of track
firom Lousvillb south a distance of 62 miles, and from
Nashville to Gallatin, north, a distance of 261 miles.
The first regular daily train from Louisville to Elizabeth-
tovn wars run June 19, 1858, and trips were extended
to Uptosn, a d4istnce of 59 miles from Louisville, Septem-
ber 27, 1858. Trains were running from Louisville a
distance of 83 miles south, August 10, 1859. On Sep-
tember 26, 1858, a train commenced running from Nash-
ville to Gallatin, and on August 10, 1859, the trips were
extended to 'Bowling Green, a distance of 72 miles from



6

 
LOUISVILLE  NASHVILLE RAILROAD CO.



Nashville, connecting by stages twice daily with the north
end of the road, making the trips between Louisville
and Nashville in sixteen hours. The road was opened
for through business between Louisville and Nashville
November 1, 1859."
   The authorized capital stock of the Company was orig-
inally 3,000,000, in shares of 100 each. The act of in-
corporation provides that if the capital stock shall be
deemed insufficient for the purposes of the act, the Presi-
dent and Directors may increase it by the addition of as
many shares as they may deem necessary, not exceeding
1,000,000. By an amendatory act, approved March 7,
1854(2 Acts 1853-4, p. 195), the Company was empowered
to increase its capital 'stock to any amount desired by the
President and Board of Directors, provided that the full
amount of capital stock to be issued by the Company
should not in any event exceed the entire cost of the road
and its branches. By another amendatory act, approved
May 16, 1861 (Acts 1861, p. 24; Pamphlet Charter, p.
47), and accepted October 7, 1861 (Minute Book No. 2,
p. 1), the Company was empowered to increase its capital
stock to an amount sufficient to represent the full cost of
the road and branches in stock.
   By section 5 of an act to amend the Charter, approved
March 20, 1851 (Acts 1850-1, p. 442; Pamphlet Charter,
page 21), it was provided that the Company should allow
to all subscribers and holders of stock " interest on the same
from the time of paying for said stock up to the time of
making the first dividend, and issue to the holder stock
therefor." In the case of Hardin County, etc., v. L. 
N. R. Co., 92 Ky. 412, it was held that the dividend in-
tended by this section was a cash dividend, and that the



7

 
CORPORATE HISTORY OF THE



Company by declaring a stock dividend of one fourth of
one per cent did not acquire the right to stop the running
of interest on stock subscribed and held by a county. In
the later case of Hart County v. L.  N. R. Co., 25 Rep.
395, the court adhered to that conclusion, but held that
Hart County was estopped to claim interest for the period
subsequent to the declaration of the stock dividend. By
section 15 of an act to amend the Charter, approved Jan-
uary 9, 1852 (Acts 1851-2, p. 738; Pamphlet Charter, page
28), provision was made for issuing stock for receipts for
taxes paid to defray interest upon bonds given by any
county in payment of its subscription to the capital stock
of the Company, but it was provided that no stock should be
issued for a less amount than one share. By section 5 of
the act to amend the Charter, approved March 7, 1854,
already referred to, it was provided:
   "That it shall be lawful for said Company to decimate
their stock and to issue fractional certificates from one to
nine tenths of a share: Provided, that all fractional shares
thus issued shall be aggregated into full shares within one
year after the first dividend is declared by said Company;
an(I after that period no fractional shares shall be entitled
to (lividend."
    At a meeting of the Board of Directors of the Com-
pany, held May 29, 1854, it was ordered that certificates
of stock be issued to taxpayers or their assigns on decimal
fractions in accordance with the provisions of that act.
(Minute Book No. 1, page 76.)
   By an act to amend the Charter, approved May 16,
1861 (Acts May Session 1861, p. 24; Pamphlet Charter, page
47), the Company was authorized to withdraw by pur-
chase fractional shares of stock and of interest scrip, and



8

 
LOUISVILLE  NASHVILLE RAILROAD CO.



to sell fractions to make full shares, and by resolution
adopted by the Directors October 8, 1861, it was resolved
   "That no certificate shall hereafter be issued for frac-
tional shares of stock, and that the Secretary, under the
direction of the President, be authorized to purchase and
sell fractional shares of stock for the accommodation of
stockholders at the current market rates." (Minute
Book No. 2, p. 4.)
   By section 13 of an act passed by the Tennessee Leg-
islature, which was re-enacted in Kentucky by an act to
amend the Charter, approved January 17, 1856 (1
Acts 1855-6, page 181; Pamphlet Charter, page 33), it was
provided that the Company should " keep separate
accounts, exhibiting the stock, property, and debts of the
main road and each separate branch." Under this act
separate stock was issued for the Main Line, the Mem-
phis Branch, and the Lebanon Branch, respectively.
   By an act to amend the Charter, approved January 8,
1864 (Acts 1864, p. 236; Pamphlet Charter, page 48), it was
provided that thereafter there should be no difference
between the stock and debts of the Main Line and
Branches, and that all stock issued should be that of the
"Louisville  Nashville Railroad Company." It was
also provided that the holders of certificates of stock of
the Main Line and Branches might surrender the same
and have them reissued as above directed, and this was
done in October, 1864. Subsequently separate stock was
issued for the Richmond Branch, known as "Richmond
Branch Stock," and the holders of certificates of this
stock surrendered it and received therefor certificates of
stock of the "Louisvile  Nashville Railroad Company"
at different times from March, 1869, to October, 1869.



9

 
CORPORATE HISTORY OF THE



   By an act approved March 22, 1871, the capital stock
in all railroad companies incorporated in Kentucky was
declared to be personal property and subject, in the
hands of stockholders or owners, to the same rules of law
that govern other personal property, or personal estates of
deceased persons. (1 Acts 1871, page 87.)
' The authorized capital stock June 30, 1904, was 60,-
000,000, of which there was then outstanding in full
shares 59,916,200, and in unredeemed fractional shares
720, leaving unissued 83,080. A statement showing
the date and amount of each increase of the capital
stock appears in the Appendix.
   By the original act of March 5, 1850,the Company was
empowered to construct a railroad from the city of Louis-
ville to the Tennessee line, in the direction of Nashville,
with as many sets of tracks as deemed necessary, and to
purchase, hold, lease, sell, and convey real estate not
exceeding 10,000 acres (see Ky. Const., Secs. 192, 210),
and personal and mixed estate, so far as same shall be
necessary for the purposes of their incorporation, and no
further.
   By amendment of March 20, 1851 (2 Acts 1850-1, p.
442; Pamphlet Charter, p. 18), the Company has the
same power to construct a branch to the Mississippi
River, and any other branch said Company may desire, that
the charter gives it to construct the main line, with the
same rights and privileges and the same duties and
restrictions; and the quantity of acres of land the Com-
pany is authorized to acquire and hold is defined to be
exclusive of the right of way of the road and branches.
   Amendment of December 15, 1851 (Acts 1851-2, p.
459; Pamphlet Charter, p. 22), empowers the Company to



10

 
LOUISVILLE  NASHVILLE RAILROAD CO.



connect with a railroad from Memphis to the State line of
Kentucky in the direction of Louisville.
   Amendment of March 7, 1854 (2 Acts 1853-4, p. 195;
Pamphlet Charter, p. 32), empowers the Company to unite
its road with any other road connecting therewith upon
such terms and conditions as may be agreed upon between
it " and such other company as they may desire to unite
their said road with." (Sec. 4.)
   Amendment of January 17, 1856 (1 Acts 1855-6, p.
181; Pamphlet Charter, p. 33), empowers the Company
" to make agreements with any company or corporation
incorporated by the laws of the State of Tennessee, to
construct a railroad in part or in whole of the distance
between Louisville and Memphis, and running in the di-
rection of Louisville, whereby to secure mutual and re-
ciprocal rights to the contracting parties to run their roads
through from point to point without change of cars or
machinery, or any other agreement to facilitate trade and
travel between the cities of Louisville and Memphis ";
and also from time to time to extend any branch road,
and to purchase and hold any road constructed by an-
other company.
   Amendment of February 10, 1864 (Acts 1863-4,
p. 53; Pamphlet Charter, p. 48), accepted October 3, 1864
(Minute Book No. 2, p. 96), empowers the Company to ac-
quire and hold lands for stone quarries, and coal and tim-
ber lands which may be necessary for the use of the road
and its business. (See Ky. Const., Secs. 192, 210; Ky.
Stats., Secs. 567, 768.)
   Amendment of February 21, 1868 (2 Acts 1867-68, p.
198; Pamphlet Charter, p. 49), accepted March 31, 1868
(Minute Book No. 2, pp. 252, 253, and 269), empowers



11

 
CORPORATE HISTORY OF THE



Company, by vote of majority of Board of Directors, to
acquire an interest in or to unite or consolidate with any
railroad company or companies chartered by the laws of
any other State or States whose railroad may connect
with the Louisville  Nashville Railroad or with which
the Louisville  Nashville Railroad Company "may
now have" a contract for consolidation of their compa-
nies, so as to make the same one company, with a con-
solidated stock and property, with one Board of Directors,
and with power in the Louisville  Nashville Railroad
Company to form such consolidation by the purchase of
the railroad or railroads, other property, rights, franchises,
and privileges of such other company or companies, or by
any other legal mode they may elect; and to issue and sell
bonds, secured by mortgage, to any amount not exceeding
8,000,000, to effect the purposes specified, with a pro-
viso that a majority in interest of the stockholders shall
accept the amendment, and authorize the Board of
Directors to act therein.
   Amendment of March 10, 1869 (2 Acts 1869, p. 111;
Pamphlet Amendments to Charter, p. 5), empowers Com-
pany to extend Bardstown Branch to any point in east-
ern direction that may be determined upon.
   Amendment of March 18, 1876 (2 Acts 1876, p. 605;
Pamphlet Amendments to Charter, p. 15), accepted
October 4, 1876 (Minute Book No. 2, p. 615), empowers
Company to develop coal and iron lands along the
line of its railroads, branches, leased roads, or along the
line of the railroads of the South  North Alabama Rail-
road Company, in which it owns a majority of the capital
stock, by the construction of branch roads and switches to
coal lands or mines, and by such modes or plans as the



12

 
LOUISVILLE  NASHVILLE RAILROAD CO.



President and Directors of the Company may deem best, a
majority of the Directors consenting.
  (Amendment of March 6, 1878 (1 Acts 1878, p. 342;
Pamphlet Amendments to Charter, p. 16), accepted
October 2, 1878 (Minute Book No. 3, p. 25), empowers
the President and Directors, with the assent or approval
of a majority in interest of the stockholders present
or represented at any annual or called meeting, to
operate, lease, or purchase upon such terms or in such
manner as they deem best any railroad in any other State
or States deemed necessary for the protection of the inter-
est of the stockholders.)
   Amendment of January 27, 1880 (1 Acts 1879, p. 61;
Pamphlet Amendments to Charter, p. 17), empowers
Company to purchase and hold a majority in amount
of the capital stock of any railroad company or com-
panies chartered by any other State or States, in order
to secure to the Louisville  Nashville Railroad Company
the control in the management and operation of the rail-
road or railroads of the company or companies chartered
in such other State or States. This amendment was
accepted by the stockholders at a called meeting held
March 26, 1880. (Minute Book No. 3, p. 115.)
   Amendment of February 27, 1880 (1 Acts 1879, p. 263;
Pamphlet Amendments to Charter, p. 17), accepted
March 26, 1880 (Minute Book No. 3, p. 116), empowers
Company to borrow money in such amount or amounts
as the President and Directors may deem best for the in-
terest of the stockholders, and to that end to execute and
sell its negotiable bonds, and to execute a mortgage or
mortgages, from time to time, upon its rights, franchises,
and privileges, and its railroad and other property of every



13

 
CORPORATE HISTORY OF THE



kind, wherever situated, to secure the payment of the
bonds and the accruing interest thereon.
   By act approved and in force April 7, 1882, to amend
the charter (2 Acts 1881-2, p. 275; Pamphlet Amend-
ments to Charter, p. 19), the Directors were authorized
to elect "for the present" two additional directors.
and the stockholders were authorized to elect at their
annual meetings thereafter thirteen instead of eleven
directors as theretofore. And the number of directors
is now as authorized by this amendment.
   By act approved April 29, 1890, to amend the Charter
(2 Acts 1889-90, p. 1544; Pamphlet Amendments to Char.-
ter, p. 19), the Company was authorized to consolidate
with any railroad company or companies chartered or
formed by or under the laws of any other State or
States, whose railroad or railroads may, at the date ot
such consolidation, connect with any railroad then owned
by the Company, and was given authority to so form the
consolidation as to make the consolidating companies one
railroad corporation or company with a consolidated stock
and property, and one Board of Directors to manage and
control the affairs thereof; or in such other manner and
upon such other terms as the companies might lawfully
determine. This act contained a proviso, however, that
three fourths in interest of the stockholders of the Com-
pany should accept it as an amendment to the charter of
the Company, which they did at a meeting held July 6,
1891. (Minute Book No. 6, p. 442.)
   The following is a list of other amendments to the
Charter:
   Act January 9, 1852 (Acts 1851-2, p. 738; Pamphlet
Charter, p. 23).



14

 
LOUISVILLE  NASHVILLE RAILROAD CO.



   Act February 24, 1854 (1 Acts 1853-4, p. 425; Pam-
phlet Charter, p. 31).
   Act February 6, 1858 (1 Acts 1857-8, p. 291; Pam hlet
Charter, p. 43). Accepted by the Company March 26,
1858. (Minute Book No. 1, p. 236.)
   Act February 28, 1860 (2 Acts 1859-60, p. 470; Pam-
phlet Charter, p. 46).
   Act February 26, 1863 (Acts 1861-2-3, p. 501; Pam-
phlet Charter, p. 47).
   Act January 8, 1864 (Acts 1863-4, p. 236; Pamphlet
Charter, p. 48). Accepted October 3, 1864. (Minute
Book No. 2, p. 95.)
   Act March 2, 1865 (2 Acts 1865, p. 171; Pamphlet
Charter, p. 49).
   Act March 15, 1871 (2 Acts 1871, p. 119; Pamphlet
Amendments to Charter, p. 7). Authorized October 5, 1870.
(Minute Book No. 2, p. 382.) Repealed by act Febru-
ary 9, 1876.
   Act February 1, 1872 (1 Acts 1871-2, p. 231; Pam-
phlet Amendments to Charter, p. 10). Rejected May 15,
1872 (Minute Book No. 2, p. 479; see also pp. 382, 449,
460).
   Act March 19, 1873 (1 Acts 1873, p. 520; Pamphlet
Amendments to Charter, p. 10). Accepted October 1,
1873 (Minute Book No. 2, pp. 518, 523).
   Act February 9, 1876 (1 Acts 1876, p. 270; Pamphlet
Amendments to Charter, p. 12).
   Act March 9, 1876 (2 Acts 1876, p. 247; Pamphlet
Amendments to Charter, p. 12). Authorized January 5,
1876, as recited in act.
   The Company was authorized by an act of the Ten-
nessee Legislature, passed December 4, 1851 (Laws 1851-2,



15

 

CORPORATE HISTORY OF THE



p. 28; Pamphlet Charter, p. 56), to extend its road from
the Tennessee line to Nashville, with all the rights,
powers, and privileges, and subject to all the restrictions
and liabilities prescribed in its charter. Section 1 of this
act reads as follows:
   " Be it enacted by the General Assembly of the State of
Tennessee, That the right of way for the construction of a
railroad from the line between the States of Kentucky and
Tennessee, so as to connect the cities of Louisville and
Nashville by railroad communication, be and is hereby
granted to the Louisville  Nashville Railroad Company,
incorporated by the legislature of Kentucky, with all the
rights, powers, and privileges, and subject to all the restric-
tions and liabilities set forth and prescribed in a charter
granted to said Company by the legislature of Kentucky,
and approved March the 5th, 1850, and the amendments
thereto passed by said legislature and approved
March the 20th, 1851, for the term of nine hundred and
ninety-nine years, except as further provided in this act."
   This act was amended by acts of the Tennessee Legis-
lature passed January 10, 1852 (Laws 1851-2, p. 63;
Pamphlet Charter, p. 60), December 15, 1855 (Laws
1855-6, p. 460), and March 20, 1858 (Laws 1857-8, p.
386; Pamphlet Charter, p. 63), respectively, and also by
Section 9 of an act of the Tennessee Legislature passed
March 19, 1860 (Laws 1859-60, p. 441; Pamphlet Charter,
p. 69), entitled "An Act to incorporate the Gay Street
Railroad Company of the City of Knoxville, and for other
purposes."
   The original act of December 4, 1851, and the amend-
ment of January 10, 1852, were accepted by the stock-
holders January 23, 1852. (Minute Book 1, p. 10.)
  By section 25 of an act to incorporate the Nashville  Chatta-
nooga R. Co., which is made a part of this act, the right of way is
fixed at 100 feet on each side of the center of the road, in the absence
of a written contract. (Railway Co. v. Telford's Ex'ors, 89 Tenn. 293.)



16

 
LOUISVILLE  NASHVILLE RAILROAD CO.



   The amendment of December 15, 1855, was re-enacted
in Kentucky by an act of the Kentucky Legislature ap-
proved January 17, 1856 (Acts of Ky. 1855-6, Vol. 1, p.
181; Pamphlet Charter, p. 33).
   All these acts were held by the Supreme Court of the
United States in Goodlett, Admr., v. Louisville  Nash-
ville Railroad Company, 122 U. S. 391, to constitute the
Kentucky corporation merely a licensee in Tennessee, and
not to create a Tennessee corporation.
   By an act of the Tennessee Legislature, passed Feb-
ruary 11, 1852 (Laws of Tennessee, 1851-2, p. 204;
Pamphlet Charter, p. 69), the State of Tennessee gave
aid to various railroad companies, including the Louis-
ville  Nashville Railroad Company, and that act was
amended by acts passed November 27, 1855 (Laws 1855-6,
p. 57; Pamphlet Charter, p. 60), and December 15, 1857
(Laws of 1857-8, p. 18; Pamphlet Charter, p. 62),
respectively.
   A copy of the charter of the Louisville  Nashville
Railroad Company was filed in the office of the Secretary
of State of Alabama, November 28, 1901 (Contract 5840);
in the office of Secretary of State of Tennessee, December
19, 1904 (Contract 7592); in the office of the Secretaryof
State of North Carolina, December 21, 1904 (Contract
7562); and in the office of the Secretary of State of Mis-
sissippi, May 10, 1905. (Contract 7807.) A copy of
the charter was filed in the office of the Secretary of
State of Florida December 28, 1900, and a copy of the
amendments thereto was filed in the same office March
24, 1901 (Contract 7680). On April 20, 1904, the Com-
pany filed in the office of the Secretary of State of
Ohio the papers necessary to authorize it to do business
in the State of Ohio, and a certificate of incorporation



17

 
CORPORATE HISTORY OF THE



was issued by the Secretary of State of that date. (Con-
tract No. 7064.)
   Section 59 of the present Constitution of Kentucky,
which took effect September 28, 1891, provides that the
General Assembly shall not pass local or special acts to
grant a charter to any corporation, or to amend the char-
ter of any existing corporation, such charters and amend-
ments being now granted by the filing and recording of
articles or amended articles of incorporation in the county
clerk's office of the county in which the corporation is to
have or has its principal place of business, and also in the
office of the Secretary of State. (Ky. Stats., Secs. 540,
559.) Section 190 of the Constitution provides, however,
that " No corporation in existence at the time of the adop
tion of this Constitution shall have the benefit of future
legislation without first filing in the office of the Secretary
of State an acceptance of the provisions of this Consti-
tution."
   For the purpose of carrying out that provision it is
provided by Section 570 of the Kentucky Statutes (part
of act relating to corporations, which took effect April 5,
1893) that:

   " No law shall be passed for the benefit of, or in the in-
terest of, any corporation heretofore created or organized
by or under the laws of this State or any other State; nor
shall any corporation avail itself of the provisions of this
chapter, unless such corporation shall have previously
by a resolution adopted by its board of directors and filed
in the office of the Secretary of this State, accepted the
provisions of the Constitution of this State; and such
resolution, or a certified copy thereof, shall be evidence
for and against such corporation."



18

 
LOUISVILLE  NASHVILLE RAILROAD CO.



   In conformity to that provision it is also provided by
Sec. 574 of the Kentucky Statutes, part of the same chap-
ter, that:
   "The charter or articles of incorporation of any
corporation heretofore created or organized under or by
the laws of this State may, after such corporation has
accepted, as herein provided, the provisions of the Consti-
tution, be amended in the manner provided for the amend-
ment of the articles of incorporation of corporations
organized under this chapter and the laws relating to such
corporations."
   By resolution of its Board of Directors, adopted at a
meeting held July 11, 1902 (Minute Book 10, p 204), and
filed in the office of the Secretary of State July 14, 1902,
the Louisville  Nashville Railroad Company accepted
the provisions of the Constitution, and so has had
authority since that time to amend its charter by filing
and recording amendments in the clerk's office of the
Jefferson County Court at Louisville and also in the
office of the Secretary of State at Frankfort, as pro-
vided by Sec. 559 of the Kentucky Statutes, but thus
far no amendments have been made in that way.
   Section 573 of the Kentucky Statutes (also part of
act relating to corporations, which took effect April 5,
1893) reads as follows:
   "The provisions of all charters and articles of incor-
poration, whether granted by special act of the General
Assembly or obtained under any general incorporation
law, which are inconsistent with the provisions of this
chapter concerning similar corporations, to the extent of
such conflict, and all powers, privileges, or immunities of
any such corporation which could not be obtained under



19

 
CORPORATE HISTORY OF THE



the provisions of this chapter, shall stand repealed on
September 28, 1897; and if the officers, managers, or agents
of such corporation shall, after said date, exercise any
powers, privileges, or immunities repealed by this section
or inconsistent with the provisions of this chapter, relating
to similar corporations, or which could not be obtained
under this chapter, the officer, manager, or agent so
offending, and the corporation for which he acts, shall
each be guilty of a misdemeanor, and fined for each offense
not less than one hundred nor more than one thousand
dollars, and upon the conviction of the corporation the
trial jury may, at their discretion, direct the forfeiture of
its charter or articles of incorporation, in which case the
court shall so adjudge. After the twenty-eighth day of
September, 1897, the provisions of th