Opinion, per WANAMAKER, J. Section 3061, General Code, provides, further, that upon the appointment of the memorial association by the governor of Ohio, such association, through its board of trustees, shall "direct the submission to popular vote at the next regular county election of the question of the issue of bonds in the amount so named in the original resolution," etc. Section 3062, General Code, provides that the commissioners shall issue the bonds of the county "not to exceed the total sum determined upon in the original resolution of the commissioners." Section 3063, General Code, provides that the fund arising from the sale of the bonds shall be placed in the county treasury to the credit of a fund to be known as "the memorial building fund." The last part of that section reads: "If upon the completion of the memorial building an unexpended balance of the fund remains in the county treasury, it shall be placed and kept to the credit of such sinking fund." All these sections taken together are clear, consistent and convincing, demonstrating that the legislature intended the original resolution by the board of county commissioners to be the basis and limitation upon all future proceedings as to a memorial building -that the voters of the county should know the maximum to be expended so that they might vote intelligently upon the bond issue. The soundness of such a policy cannot be doubted; neither can the meaning of the simple, straightforward words of the statute. Two hundred and fifty thousand dollars was the largest sum Syllabus. that could be expended by the memorial association through its trustees. This statute being simple and straightforward in its meaning, there is neither room nor right for judicial construction. The statute speaks for itself. This was clearly the county's money and subject to the general depositary law. The statutes clearly provide what shall be done with the county moneys and the earnings upon the same. Writ denied. NEWMAN, MATTHIAS and JOHNSON, JJ., concur. POLLITZ ET AL. V. THE PUBLIC UTILITIES Consolidation of railroad corporations — Status of corporation formed by Ohio and other state companies-No power of contract of guaranty or credit of another company - Except by express authority of charter or statute - Power to acquire and sell bonds of another company-Sections 8683 and 8684, General Code - Organization and powers of private corporations. 1. A railroad corporation formed by the consolidation of an Ohio company with a company or companies of another state or states, under cooperative legislation in the different states, becomes one company, with a status in each state, possessing in Ohio all the rights, privileges and franchises, and subject to all the restrictions, disabilities and duties, of an Ohio railroad company in all that it does in this state. 2. A corporation has no power to enter into contracts of guaranty, or suretyship, or otherwise lend its credit to another, unless expressly authorized by its charter or by statute, except where the power to do so is implied from its express powers as necessary and proper in the furtherance of its legitimate business. Statement of the Case. 3. A railroad company, which has, in the proper exercise of its powers under Sections 8683 and 8684, General Code, and within the limitations expressed in those sections, purchased stock in another railroad company, and which has in good faith, for the protection of its interests as such stockholder, acquired bonds issued by such other company, has implied power, in order to sell such bonds for an adequate price, to guarantee their payment. 4. A railroad corporation which is subject to the laws of Ohio has no authority, express or implied, to enter into a joint contract of guaranty, by which it jointly with other companies guarantees an entire issue or series of bonds, issued by another company, of which the Ohio company owns only a portion. (No. 15482- Decided March 20, 1917.) ERROR to the Public Utilities Commission of Ohio. This was a proceeding before the public utilities commission brought by The New York Central Railroad Company. In its petition filed with the commission the company alleges: That it is a railroad corporation organized and existing under the laws of the states of New York, Pennsylvania, Ohio, Indiana, Illinois and Michigan, owning a railroad extending from New York to Chicago, with other main lines and branches. That the Toronto, Hamilton & Buffalo Railway Company is a railroad corporation organized and existing under the laws of the Dominion of Canada, owning a railroad extending from Waterford to Hamilton, and from Hamilton to Welland, with an extension from Hamilton towards Toronto, and an extension from Smithville to Port Maitland, Statement of the Case. all in the province of Ontario, and connecting with the railroad owned by The Canada Southern Railway Company, operated under lease by The Michigan Central Railroad Company, at Welland and Waterford, and with The Canadian Pacific Railroad, at Hamilton. That The Toronto, Hamilton & Buffalo Railway Company has an authorized capital stock of $5,500,000, divided into 55,000 shares of the par value of $100 each, of which 45,125 shares have been issued and are now outstanding, owned, in the amounts herein set forth, by the following railroad companies: The New York Central Railroad Company, 16,766 shares, The Michigan Central Railroad Company, 9,842 shares, The Canada Southern Railway Company, 6,271 shares, The Canadian Pacific Railway Company, 12,246 shares. That under date of August 1, 1916, The Toronto, Hamilton & Buffalo Railway Company executed its consolidated mortgage as security for its fifty-year gold bonds to be issued to an amount not exceeding $10,000,000, of which, bonds to the amount of $2,000,000, designated Series A and bearing interest at the rate of 4 per cent. per annum, have been issued and sold jointly to The New York Central Railroad Company, The Michigan Central Railroad Company, The Canada Southern Railway Company and The Canadian Pacific Railway Com Statement of the Case. pany for $1,800,000, The New York Central Railroad Company contributing $450,000 of the purchasing price, The Michigan Central Railroad Company $225,000, The Canada Southern Railway Company $225,000, and The Canadian Pacific Railway Company $900,000. The proceeds of the sale of said bonds are to be, or have been, used to pay outstanding unfunded indebtedness of The Toronto, Hamilton & Buffalo Railway Company, representing expenditures incurred on capital account, and for the corporate capital purposes of said company. That the owners of Series A bonds intend to sell the same at the best price which can be obtained and use the proceeds to reimburse their respective treasuries for the moneys advanced to pay for the said bonds, and that in order to secure an adequate price it will be necessary for The New York Central Railroad Company, The Michigan Central Railroad Company, The Canada Southern Railway Company and The Canadian Pacific Railway Company to guarantee jointly and severally the payment of the principal and interest of said bonds as they become due. That the purchase of said bonds has not been capitalized by The New York Central Railroad Company by any issue of its own securities. Certain exhibits are attached to the petition. The petition prays for an order authorizing the applicant to join with The Michigan Central Railroad Company, The Canada Southern Railway Company and The Canadian Pacific Railway Com |
