Sec. 52. Uniform system of accounts; access to accounts, et cetera; forfeitures.-The commission may, whenever it deems. advisable, establish a system of accounts to be used by railroad and street railroad corporations or other common carriers which are subject to its supervision, or may classify the said corporations and other carriers and prescribe a system of accounts for each class, and may prescribe the manner in which such accounts shall be kept. It may also, in its discretion, prescribe the forms of accounts, records and memoranda to be kept by such corporations, including the accounts, records and memoranda of the movement of traffic, as well as the receipts and expenditures of moneys. Notice of alterations by the commission in the required method or form of keeping a system of accounts shall be given to such persons or corporations by the commission at least six months before the same are to take effect. The system of accounts established by the commission and the forms of accounts, record and memoranda prescribed by it as provided above shall conform in the case of railroad corporations as nearly as may be to those from time to time established and prescribed by the interstate commerce commission under the provisions of the act of congress entitled “An act to regulate commerce," approved February fourth, eighteen hundred and eighty-seven, and the acts amendatory thereof or supplementary thereto. The commission shall at all times have access to all accounts, records and memoranda kept by railroad and street railroad corporations and by common carriers, and may designate any of its officers or employees, who shall thereupon have authority under the order of the commission to inspect and examine any and all accounts, records and memoranda kept by such corporations. The commission may, after hearing, prescribe by order the accounts in which particular outlays and receipts shall be entered, charged or credited. Whenever the commission has prescribed the form of accounts, records and memoranda to be kept by such corporations it shall be unlawful for them to keep any other accounts, records or memoranda than those so prescribed, or those prescribed by or under the authority of the United States. Any employee or agent of the commission who divulges any fact or information which may come to his knowledge during the course of any such inspection or examination except in so far as he may be directed by the commission, or by a court or judge thereof, or authorized by law, shall be guilty of a misdemeanor. (Laws 1913, p. 590.) For matters relating to: Annual reports, see Sec. 44. Depreciation account, see Sec. 61. Similar provisions, see Secs. 69-4, 91-2. The Interstate Commerce Commission's uniform system of accounts for electric railways, steam roads, express companies and sleeping car companies has been adopted by this Commission. Sec. 53. Franchises and privileges.-1. No railroad corporation, street railroad corporation or common carrier shall henceforth begin the construction of a railroad or street railroad or of any extension thereof, without having first obtained from the commission a certificate that the present or future public convenience and necessity require or will require such construction: Provided, that this section shall not be construed to require any such corporation to secure such certificate for an extension within any city or town within which it shall have heretofore lawfully commenced operations, or for extension into a territory either within or without a city or town, contiguous to such railroad or street railroad, and not theretofore served by a public utility of like character, or for an extension within or to territory already served by it, necessary in the ordinary course of its business; and provided further, that if any such public utility, in constructing or extending its line, or system, shall interfere or be about to interfere with the operation of the line or system of any other such public utility, already constructed, the commission, on complaint of the public utility claiming to be injuriously affected, may, after hearing, make such order and prescribe such terms and conditions for the location of the lines or systems affected as to it may seem just and reasonable. (Laws 1913, p. 591.) 2. No such public utility of a class specified in subsection one (1) hereof shall henceforth exercise any right or privilege under any franchise or permit hereafter granted, or under any franchise or permit heretofore granted but not heretofore actually exercised, or the exercise of which has been suspended for more than one year, without first having obtained from the commission a certificate that public convenience and necessity require the exercise of such right or privilege: Provided, that when the commission shall find, after hearing, that such public utility has heretofore begun actual construction work and is prosecuting such work, in good faith, uninterruptedly and with reasonable diligence in proportion to the magnitude of the undertaking, under any franchise or permit heretofore granted but not heretofore actually exercised, such public utility may proceed, under such rules and regulations as the commission may prescribe, to the completion of such work, and may, after such completion, exercise such right or privilege; and provided further, that this section shall not be construed to validate any right or privilege now invalid or hereafter becoming invalid under any law of this state. (Laws 1913, p. 591.) 3. Before any certificate may issue, under this section, a certified copy of its articles of incorporation or charter, if the applicant be a corporation, shall be filed in the office of the commission. Every applicant for a certificate shall file in the office of the commission such evidence as shall be required by the commission to show that the applicant has received the required consent, franchise or permit of the proper county, city, municipal or other public authority. The commission shall have power, after hearing, to issue such certificate, as prayed for, or to refuse to issue the same, or to issue it for the construction of a portion only of the contemplated railroad or street railroad or extension thereof, or for the partial exercise only of said right or privilege, and may attach to the exercise of the rights granted by the certificate such terms and conditions as in its judgment the public convenience and necessity may require. If such public utility desires to exercise a right or privilege under a franchise or permit which it contemplates securing, but which has not as yet been granted to it, such public utility may apply to the commission for an order preliminary to the issue of the certificate. The commission may thereupon make an order declaring that it will thereafter, upon application, under such rules and regulations as it may prescribe, issue the desired certificate, upon such terms and conditions as it may designate, after such public utility has obtained the contemplated franchise or permit. Upon the presentation to the commission of evidence satisfactory to it that such franchise or permit has been secured by such public utility, the commission shall thereupon issue such certificate. 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. 592.) For matters relating to: Service in general, see Secs. 27, 43, 47. IN GENERAL. Construed (3 Mo. P. S. C. 593, P. U. R. 1916 E, 544). The doctrine of former adjudication is not applicable in proceedings hereunder (2 Mo. P. S. C. 406, P. U. R. 1915 D, 661). A street railway franchise and the consent of the local authorities are not affected by the invalidity of a provision separable therefrom and not the basis thereof (3 Mo. P. S. C. 593, P. U. R. 1916 E, 544). JURISDICTION. Commission may enforce franchise terms (1 Mo. P. S. C. 130; 2 Mo. P. S. C. 690, P. U. R. 1916 B, 1004; 4 Mo. P. S. C. 381, P. U. R. 1917 B, 542)—not, however, franchises lost by nonusers (270 Mo. 429, 192 S. W. 958, P. U. R. 1917 D, 752)— charters or public professional obligations through orders when public necessity therefor exists (4 Mo. P. S. C. 381, P. U. R. 1917 B, 542), but is without authority to grant (2 Mo. P. S. C. 619, P. U. R. 1916 A, 1013; 2 Mo. P. S. C. 690, P. U. R. 1916 B, 1004) or compel local authorities to grant (2 Mo. P. S. C. 690, P. U. R. 1916 B, 1004) the necessary franchises for street railway extensions or the erection of passenger stations. Nor can it grant relief from burdensome street railway franchise provisions (4 Mo. P. S. C. 13), or, in view of Const., Art. 12, Sec. 20, direct a street railroad to apply to the proper municipal authorities for the necessary franchises to construct and operate a street railroad system or extension thereof (270 Mo. 429, 192 S. W. 958, P. U. R. 1917 D, 752, reversing 2 Mo. P. S. C. 357. P. U. R. 1915 D, 482; contra railroads, 2 Mo. P. S. C. 619, P. U. R. 1916 A, 1013). The Commission's authority is not restricted by municipal charter provisions adopted by virtue of Const., Sec. 16, Art. IX (3 Mo. P. S. C. 593, P. U. R. 1916 E, 544). Street railway franchise provisions for municipal profit sharing and ownership, unlimited and indefinite privileges, adequate extensions, street paving, right of forfeiture, and the consent of the abutting property owners are within the province of the local authorities to the exclusion of the Commission (3 Mo. P. S. C. 593, P. U. R. 1916 E, 544), but the Commission may determine whether the terms and conditions harmonize with the state's public policy, are consistent with valid general laws of the state, the laws under which applicant is incorporated, whether applicant is willing and financially able to render reasonable and proper service and whether public convenience and necessity require the service (Ibid.) In proceedings for a certificate of public convenience and necessity the question of a conspiracy to evade the laws of the state in organizing a corporation (2 Mo. P. S. C. 406, P. U. R. 1915 D, 661) or the fact of ownership of stock of applicant by a foreign corporation not subject to the jurisdiction of the state (Ibid.) is not properly before the Commission. See also Sec. 16. CONDITIONS. Provisions herein seek to prevent duplication and wasteful competition (3 Mo. P. S. C. 593, P. U. R. 1916 E, 544), and it is essential that "necessity" as well as "public convenience" exists (Ibid.), certificates being refused if present and future public convenience and necessity is not subserved (2 Mo. P. S. C. 406, P. U. R. 1915 D, 661). Changing interstate shipments to state shipments through authority hereby conferred not warranted (2 Mo. P. S. C. 406, P. U. R. 1915 D, 661). Construction of necessary tracks and terminal facilities at stockyards by a company increasing charges for service not deemed a public necessity, provided an existing company is able and disposed to render the service (2 Mo. P. S. C. 406, P. U. R. 1915 D, 661), but the certificate will go to a new company providing greatly improved service where the plan of the existing company is objectionable in contemplating construction across the state line (Ibid.) Failure of street railway to exercise rights for more than twenty years constitutes abandonment (270 Mo. 429, 192 S. W. 958, P. U. R. 1317 D, 752). Sec. 54. Right to issue stocks, bonds and notes is subject to regulation by state. The power of railroad corporations, street railroad corporations and common carriers to issue stocks, and bonds, notes and other evidences 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. p. 592.) For matters relating to: Sale, lease, assignment, transfer, mortgage, etc., see Sec. 55. Power of Commission over issuance of securities, see Sec. 57. Stock dividends, see Sec. 58. Security issues in general, see Sec. 59. Valuation, see Sec. 60. Reorganization, see Sec. 62. Similar provisions, see Secs. 73, 97. (Laws 1913, The issuance of stock, bonds or notes (1 Mo. P. S. C. 1; 1 Mo. P. S. C. 236) or the execution of a valid indenture of lease and conditional sale agreement (1 Mo. P. S. C. 29) against property in this state by a foreign carrier is subject to the approval of the Commission. Sec. 55. Transfer of franchises or stocks.-No railroad corporation, street railroad corporation or common carrier shall hereafter sell, lease, assign, transfer, mortgage or otherwise dispose of or encumber the whole or any part of its railroad or street railroad necessary or useful in the performance of its duties to the public, or any franchise or permit or any right thereunder, nor by any means whatsoever, direct or indirect, merge or consolidate such railroad or street railroad, franchise or permit, 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. 592.) For matters relating to: Power of state, see Sec. 54. Acquisition of stock in another company, see Sec. 56. Power of Commission over issuance, see Sec. 57. Recording of Commission's certificate, see Sec. 58. Stock dividends, see Sec. 58. Security issues in general, see Sec. 59. Valuation, see Sec. 60. Reorganization, see Sec. 62. Similar provisions, see Secs. 74-1, 98-1. Approval of the Commission has been given to the following forms of agreement: mortgages (1 Mo. P. S. C. 1; 1 Mo. P. S. C. 12; 1 Mo. P. S. C. 71; 1 Mo. P. S. C. 88; 1 Mo. P. S. C. 236; 3 Mo. P. S. C. 593; 4 Mo. P. S. C. 95; 4 Mo. P. S. C. 461), deeds of trust (1 Mo. P. S. C. 57), note agreements (3 Mo. P. S. C. 593), and conditional sale agreements (1 Mo. P. S. C. 40), or has been withheld pending future consideration (3 Mo. P. S. C. 664). Sec. 56. Sale of franchises or stocks.-No railroad corporation, street railroad corporation, or electrical corporation, domestic or foreign, shall hereafter purchase or acquire, take or hold, any part of the capital stock of any railroad corporation or street railroad corporation or other common carrier organized or existing under or by virtue of the laws of this state, unless authorized so to do by the commission; and save where stock shall be transferred or held for the purpose of collateral security, no stock corporation of any description, domestic or foreign, other than a railroad corporation, street railroad corporation, or electrical 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 railroad corporation or street railroad corporation or other common carrier organized or existing under or by virtue of the laws of this state, except that a corporation now lawfully holding a majority of the stock of any railroad corporation or street railroad corporation may with the consent of the commission acquire and hold the remainder of the capital stock of such railroad corporation or street railroad 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 said 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, assignment, 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 railroad corporation or street railroad corporation, or shall be recognized as effective for any purpose. (Laws 1913, p. 593, as repealed by new section Laws 1917, p. 435.) |