ART. 23] RAILROAD COMPANIES. 663

ing by such holders of a majority of the stock, shall be filed in the
office of the secretary of state of this State; and provided further, that
such agreement shall contain no provisions in conflict with the pro-
visions of this article or which shall exempt such railroad so far as it
lies in this State from the operation of the laws of this State, and
nothing in this section shall be construed to authorize the consolidation
of any railroad companies owning or operating competing or parallel
roads, or parallel lines of railroad, which is hereby declared to be
unlawful and expressly prohibited without the special consent of the
general assembly being first obtained therefor.

This section enables two railroad companies whose tracks form a contin-
uous line, to consolidate. The two corporations cease to exist, and the third
one comes into being. Neither corporation is deprived of any of its rights,
property or credits, nor relieved of any of Its responsibilities already Incurred.
State v. Baltimore and Lehigh R. R. Co., 77 Md. 491. And see Consol. Gas. Co.
v. Baltimore County, 98 Md. 695.
See sections 29, 298, 438, and 439.

1908, ch. 126.

284. It shall be lawful for any railroad company incorporated
under the laws of this State, to lease its railroad and franchise for
the operation thereof to any other railroad company incorporated under
the laws of this or of any other State of the United States whose rail-
road, within or without this State, shall, either directly or by means of
intervening line, connect with the railroad so to be leased to said com-
pany, and thus forming a continuous route or routes for the transporta-
tion of persons and property, and it shall also be lawful for any rail-
road company incorporated under the laws of this State to become the
lessee of the railroad and the franchises for its operation of any other
railroad company incorporated under the laws of this or of any other
State of the United States whose railroad, within or without this State,
shall, either directly or by means of intervening line, connect with the
railroad of the lessee company, and thus forming a continuous route or
routes for the transportation of persons and property; provided, how-
ever, that nothing in this section shall authorize any company incor-
porated under the laws of this State to lease its railroad to any rail-
road company whose railroad within this State competes with the rail-
road of the lessor company, nor shall any railroad company incor-
porated under the laws of this State become the lessee of any railroad
which competes in this State with the railroad of the lessor company;
and provided further, that the agreement of lease shall not contain any
provisions in conflict with the provisions of this article of the Code, or
which will exempt said railroad, so far as it lies within this State, from
the operation of the laws of this State. The agreement containing the
terms and conditions of any proposed lease shall, after due approval
by the board of directors of each company party thereto, be submitted
to the stockholders of such one or more of said railroad companies as
shall have been incorporated under the laws of this State at either a
special meeting thereof, duly called in accordance with the charter and
by-laws of the companies whereof they are stockholders for the consid-