corporation, and the commission shall give to the hearing and decision of such questions preference over all other questions pending before it and decide the same as speedily as possible. (Laws 1913, p. 628.) For matters relating to: Discrimination, see Secs. 87-2, 88-2. Rate schedules, filing and changes in, see Secs. 88-1, 88-2. Power of Commission over rates in general, see Secs. 87-1, 90-1. Power of Commission to determine just and reasonable rates, see Secs. 93-1, 93-3. Similar provisions, see Secs. 48, 70. Proper procedure before the Commission is to be had before increased toll rates become effective (1 Mo. P. S. C. 201). The burden of proof upon complaint attacking reasonableness of proposed increased telephone rates is upon defendant utility (4 Mo. P. S. C. 227). Proposed telephone rates changing a deficit to a surplus, removing discriminations and appearing reasonable (1 Mo. P. S. C. 253), rates imposing no additional burden upon subscribers paying bills promptly, allowing a discount for prompt payment that the utility may collect its accounts (4 Mo. P. S. C. 227), and rates, approximately the same as those charged generally over the territory for similar service (2 Mo. P. S. C. 450, P. U. R. 1915 D, 1050), are permitted to go into effect. Proposed telephone rates in accord with charges of similar utilities found unjust and rates yielding $1,557.07 on an investment of $25,000 are found reasonable (2 Mo. P. S. C. 492), and rates yielding $3,000 on an investment of $17,500 have been considered unjust and rates yielding $2,400 prescribed (4 Mo. P. S. C. 588). Toll charges should be the same for both "in" and "out" messages (1 Mo. P. S. C. 201). Sec. 95. Power of commission to order repairs or changes. Whenever the commission shall be of the opinion, after a hearing had upon its own motion or upon complaint, that repairs or improvements to or changes in any telegraph line or any telephone line ought reasonably to be made, or that any additions should reasonably be made thereto, in order to promote the convenience of the public or employees, or in order to secure adequate service or facilities for telegraphic or telephonic communications, the commission shall make and serve an order directing that such repairs, improvements, changes or additions be made within a reasonable time and in a manner to be specified therein, and every telegraph corporation and telephone corporation is hereby required and directed to make all repairs, improvements, changes and additions required of it by any order of the commission served upon it. (Laws 1913, p. 629.) For matters relating to: Equipment and facilities in general, see Secs. 87-1, 90-1, 93-2, 93-3, 116. A telephone utility is directed to bring the construction of its rural routes up to a good, safe and serviceable condition (1 Mo. B. S. C. 127). Necessary repairs to an existing long distance telephone station are ordered in preference to an additional connection (1 Mo. P. S. C. 201). Recommendations of the Committee on overhead line construction of the National Electric Light Association for construction of overhead lines adopted (2 Mo. P. S. C. 208; 2 Mo. P. S. C. 210; 2 Mɔ. P. S. C. 213; 2 Mo. P. S. C. 216), and the reconstruction of "call" and "clock wire" circuits with a maintenance of sufficient clearances (2 Mo. P. S. C. 216), the taking up of slack in cables and installation of poles of greater height for certain drop wires (2 Mo. P. S. C. 213), the raising of cables a sufficient distance for clearances with other wires (2 Mo. P. S. C. 210) and the installation of fixtures on poles so as to allow a clearance of thirty-two inches for electric wires (2 Mo. P. S. C. 208) have been ordered for greater safety. Sec. 96. Franchises and privileges. No telegraph corporation or telephone corporation hereafter formed shall begin construction of its telegraph line or telephone line without first having obtained the permission and approval of the commission and its certificate of public convenience and necessity, after a hearing had upon such notice as the commission may prescribe. Before any such certificate shall be issued there must be filed in the office of the commission by the applicant therefor a verified statement showing that the required consent of the proper municipal authorities has been obtained. The commission may by its order impose such condition or conditions as it may deem reasonable and necessary. Unless exercised within a period of two years from the grant thereof authority conferred by such certificate of convenience and necessity issued by the commission shall be null and void. (Laws 1913, p. 629.) For matters relating to: Service in general, see Secs. 87-1, 90-1, 93-2. Similar provisions, see Secs. 53, 72. Telephone utilities are to comply with this section fully (1 Mo. P. S. C. 409), including so-called mutual telephone utilities exacting a different charge from nonmembers than from members (2 Mo. P. S. C. 116), but mutual telephone companies, not being subject to the jurisdiction of the Commission, need not secure a certificate of public convenience and necessity to begin construction of their lines (2 Mo. P. S. C. 103; 2 Mo. P. S. C. 107; 2 Mo. P. S. C. 116; 4 Mo. P. S. C..677, P. U. R. 1917 C, 881). This section does not apply where construction was begun prior to April 15, 1913 (1 Mo. P. S. C. 80), or to extensions of lines of companies in existence at or before the passage of this Act (2 Mo. P. S. C. 84), as "hereafter formed" is equivalent to "hereafter engaged in the telephone business" (Ibid.) A telephone utility furnishing service in a city through connection with another prior to effective date of this act need not secure a certificate for the extension of its own lines within the city under a franchise granted subsequent to the effective date of the law (1 Mo. P. S. C. 695), as the mere changing of the manner of furnishing telephone service does not cause a utility in existence on effective date of the act to become one "hereafter formed" (Ibid.) Evidence held insufficient to show that defendant began construction of its telephone line in such manner as to necessitate procurement of certificate prior to filing of complaint (2 Mo. P. S. C. 112). A certificate of public convenience and necessity permitting competition in local telephone service is not to be had where the existing system renders adequate service (3 Mo. P. S. C. 343; 1 Mo. P. S. C. 68), and proof of transgression of or want of conformity unto law on the part of an existing telephone utility does not justify the issuance of a certificate of public convenience and necessity to a competing utility (1 Mo. P. S. C. 271), as admission of competition in local telephone service is to be avoided wherever possible (Ibid.), but a certificate has been granted a competing utility that greatly improved service may be rendered the public (1 Mo. P. S. C. 68). A local permit or franchise is a condition precedent to a certificate of convenience and necessity authorizing the construction and operation of telephone utilities (4 Mo. P. S. C. 238, P. U. R. 1917 A, 247), but is only necessary where a certificate is necessary (2 Mo. P. S. C. 84). Establishment of a switching station for long distance messages authorized upon condition that said station render no local telephone service (1 Mo. P. S. C. 271). Sec. 97. Right to issue stocks, bonds and notes is subject to regulation by state. The power of telegraph corporations or telephone corporations to issue stocks, bonds, notes and other evidence of indebtedness and to create liens upon their property situated in this state is a special privilege, the right of supervision, regulation, restriction and control of which is and shall continue to be vested in the state, and such power shall be exercised as provided by law and under such rules and regulations as the commission may prescribe. (Laws 1913, p. 630.) For matters relating to: Sale, lease, assignment, transfer, etc., see Sec. 98-1. Security issues in general, see Sec. 100. Valuation, see Sec. 101. Reorganization, see Sec. 103. Similar provisions, see Secs. 54, 73. Sec. 98. Transfer and ownership of stock.-1. No telegraph corporation or telephone corporation shall hereafter sell, assign, lease, transfer, mortgage or otherwise dispose of or encumber the whole or any part of its franchise, line or system, necessary or useful in the performance of its duties to the public, nor by any means, direct or indirect, merge or consolidate such line or system, or franchises, or any part thereof, with any other corporation, person or public utility, without having first secured from the commission an order authorizing it so to do. Every such sale, assignment, lease, transfer, mortgage, disposition, encumbrance, merger or consolidation made other than in accordance with the order of the commission authorizing the same shall be void. The permission and approval of the commission to the exercise of a franchise or permit under this act, or the sale, assignment, lease, transfer, mortgage or other disposition or encumbrance of a franchise or permit under this section shall not be construed to revive or validate any lapsed or invalid franchise or permit, or to enlarge or add to the powers or privileges contained in the grant of any franchise or permit, or to waive any forfeiture. Nothing in this subsection contained shall be construed to prevent the sale, lease or other disposition by any corporation, person or public utility of a class designated in this subsection of property which is not necessary or useful in the performance of its duties to the public, and any sale of its property by such corporation, person or public utility shall be conclusively presumed to have been of property which is not useful or necessary in the performance of its duties to the public, as to any purchaser of such property in good faith for value. (Laws 1913, p. 630.) Save where stock shall be transferred or held for the purpose of collateral security, no stock corporation, domestic or foreign, other than a telegraph corporation or telephone corporation, shall, without the consent of the commission, purchase or acquire, take or hold more than ten per centum of the total capital stock issued by any telegraph corporation or telephone corporation organized or existing under or by virtue of the laws of this state, except that a corporation now lawfully holding a majority of the capital stock of any telegraph corporation or telephone corporation may, without the consent of the commission, acquire and hold the remainder of the capital stock of such telegraph corporation or telephone corporation, or any portion thereof. Nothing herein contained shall be construed to prevent the holding of stock heretofore lawfully acquired, or to prevent, upon the surrender or exchange of such stock pursuant to a reorganization plan, the purchase, acquisition, taking or holding of a proportionate amount of stock of any new corporation organized to take over, at foreclosure or other sale, the property of any corporation whose stock has been thus surrendered or exchanged. Every contract, assign ment, transfer or agreement for transfer of any stock by or through any person or corporation to any corporation in violation of any provision of this act shall be void and of no effect, and no such transfer or assignment shall be made upon the books of any such telegraph corporation or telephone corporation, or shall be recognized as effective for any purpose. (Laws 1913, p. 630.). For matters relating to: Power of state, see Sec. 97. Power of Commission over issuance, see Sec. 98a. Recording of Commission's certificate, see Sec. 99-1. Stock dividends, see Sec. 99-2. Security issues in general, see Sec. 100. Valuation, see Sec. 101. Reorganization, see Sec. 103. Similar provisions, see (98-1) Secs. 55, 74-1; (98-2) Secs. 56, 74-2. Transfer and sale by one to a competing telephone utility approved that service to the public may be promoted (1 Mo. P. S. C. 44). Sec. 98a. Approval of issues of stocks, bonds and other forms of indebtedness.-A telegraph or telephone corporation may, when authorized by order of the commission, and not otherwise, issue stock, bonds, notes or other evidence of indebtedness payable at periods of more than twelve months after the date thereof when necessary for the acquisition of property, the construction, completion, extension or improvement of its facilities or the improvement or maintenance of its service within the state, or for the discharge or lawful refunding of its obligations, or reimbursement of moneys actually expended from the income from any source, within five years next prior to the filing of the application therefor, or for any of such purposes: Provided, however, that no order shall be granted authorizing such issue for reimbursement of moneys expended from income for betterments or replacements unless the applicant shall have kept its accounts and vouchers of such expenditures in such manner as to enable the commission to ascertain the amount of moneys so expended and the purposes for which such expenditures were made. The commission may by order authorize the issue of bonds, notes or other evidence of indebtedness for the reimbursement of moneys heretofore actually expended from income for any of the purposes herein specified, except maintenance of service or replacements prior to five years next preceding the filing of the application therefor, provided such application be made prior to January first, nineteen hundred and fourteen. The order of the commission shall fix the amount of any such issue and the purposes to which it or its proceeds are to be applied and recite that in the opinion of the commission the money, property or labor procured or to be procured or paid for by such issue or its proceeds has been or is reasonably required for the purposes specified in the order, and that such purposes are in no part reasonably chargeable to operating expenses or to income except in the case of bonds, notes or other evidence of indebtedness as may be permitted in the order. For the purpose of enabling the commission to determine whether it should issue such an order the commission shall make such inquiry or investigation, hold' such hearings and examine such witness, books, papers, documents or contracts as it may determine of importance in enabling it to reach a determination. No such corporation shall, without the consent of the commission, apply any such issue or its proceeds to any purpose not specified in the order. Such telegraph corporation or telephone corporation may issue notes for proper corporate purposes and not in violation of any provision of this act, or of any other act, payable at periods of not more than twelve months, without the consent of the commission; but no such note shall, in whole or in part, directly or indirectly, be refunded by any issue of stock or bonds, or by any evidence of indebtedness running for more than twelve months, without the consent of the commission. No telegraph corporation or telephone corporation shall be required, however, to apply to the commission for authority to issue stocks, bonds, notes or other evidence of indebtedness except for the acquisition of property, the construction, completion, extension or improvement of its facilities, or the improvement or maintenance of its service within the state, or the discharge or refunding of obligations, or reimbursement of moneys actually expended for such purposes. The commission shall have no power to authorize the capitalization of any franchise or right to be a corporation, or to authorize the capitalization of any franchise, or the right to own, operate or enjoy any franchise whatsoever in excess of the amount (exclusive of any tax or annual charge) actually paid to the state or any political subdivision thereof, as the consideration of the grant of such franchise or right, nor shall the corporate stock of the corporation formed by the merger or consolidation of two or more other corporations exceed the sum of the capital stock of the corporation so consolidated, at the par value thereof, or such sum and any additional sum actually paid in cash; nor shall any contract for consolidation or lease be capitalized in the stock of any corporation whatever; nor shall any corporation hereafter issue any bonds against or as a lien upon any contract for consolidation or merger. (Laws 1913, p. 631.) For matters relating to: Fees, see Sec. 21. Power of state, see Sec. 97. Sale, lease, assignment, transfer, etc., see Sec. 98-1. Security issues in general, see Sec. 100. Valuation, see Sec. 101. Reorganization, see Sec. 103. Similar provisions, see Secs. 57, 75. Applications for the issuance of stock (1 Mo. P. S. C. 77; 1 Mo. P. S. C. 650) and bonds (1 Mo. P. S. C. 77) have been passed upon. Upon reorganization, issuance of capital stock covering the right to use certain streets and reservations held by a development company or to pay for the plan of financing the reorganization was not approved (1 Mo. P. S. C. 650). Sec. 99. Certificate of commission to be recorded; stock dividends prohibited.-1. No telegraph corporation or telephone corporation governed by the provisions of this act shall issue any stocks, bonds, notes or other evidence of indebtedness, for money, |