Collier v. Railroad.

nue, its eastern limit. We may grant this to be true, but the road, so soon as it crossed the city line, came into the rural districts, and could locate its own line, which it did to the Southern crossing, making that a temporary terminus. The amended route then begins at this terminus, calling for it, and continues as before stated.

We think this point in the right of way of the Southern Railroad meets the charter requirement of being a point "on or near the then southeastern limits of the taxing district," and it also meets the requirement of being "at or near McGee's station."

These words "at or near" are indefinite and must receive a reasonable construction. Lewis on Eminent Domain, section 257; Redfield on Railways, p. 413; Fall River Ironworks v. Old Colony R. R., 5 Allen, 221; Boston Railroad v. Midland R. R., 1 Gray, 340, 367; Purifoy v. Railroad, 108 N. C., 100, 12 S. E., 741.

In addition, McGee's station should be held to mean a locality, and not a fixed and definite point.

The route as laid out in the original charter calls, in general terms, to start at a point on or near the present southwestern limits; thence eastwardly to a point on or near the present southeastern limits; thence to a point on or near the present northeastern limits; thence to a point on or near the present southwestern limits; thence to the beginning; designating the then existing limits as the localities upon which the route is to be located.

The amended charter of 1902 provides for six new or

Collier v. Railroad.

additional routes: No. 1 commencing at or near McGee station, at the eastern terminus of the road as located January 7, 1890, and November 6, 1890, and running around the limits of the city as it then existed until it reaches a point in the city limits at Cooper avenue; thence to a point not less than 300 feet north of Summer avenue; the other routes calling to commence at different points on No. 1 and its extensions, and to run into different localities to different points as the end of the routes, but the final terminus is the same as in the original charter.

The original charter contemplated a route about four miles in length. The amended charter provides for one about seventeen miles long.

The property of Collier and wife does not lie along the route as prescribed by the original charter of 1886, but is reached only by the lines laid off under the amended charter; and hence we must inquire into the validity of the amended charter, and the right of the railroad company to exercise the right of eminent domain thereunder, and at this particular place in its route.

We think there are three principal questions involved in the case: First, whether the act of 1875, and the acts amending same, authorize the construction of a road extending around the limits of the city, from point to point, and returning to its initial or beginning point; second, whether there is any amendment to the act of 1875 which would authorize the construction of the six additional routes prescribed by the charter of 1902; and,

Collier v. Railroad.

third, whether a railroad constructed in this manner is a public use, and entitled to exercise the right of eminent domain.

We proceed to consider the first of these questions, as to whether or not the general incorporation law of 1875, or the amendments to it, authorize the construction of a circular road; that is, a road having both termini at the same place, and extending from point to point, in a circular shape, around the limits of the city.

Clearly, no charter can be valid that is not authorized by law. Ex parte Burns, 1 Tenn., Ch. 83-93; Ex parte Chadwell, Id., 95; Heck v. McEwen, 12 Lea, 104.

We think it is essential that a road should have termini, and that they must be named in the charter, in order that it may be a legal corporation.

The act prescribed the form, and requires that it be copied, and this form must state the termini. The statute, having required a form, makes that form a neces sity; and, having prescribed the matter of the form, that is made essential.

The things which a statute requires to be done in order to complete the organization of a corporation as a body politic are mandatory and essential, and, unless they are all substantially done, the charter is void and the incorporation is incomplete. Shields v. Clifton Hill Land Co., 94 Tenn., 146, 28 S. W., 668, 26 L. R. A., 509, 45 Am. St. Rep., 700; Brewer v. State, 7 Lea, 682; Mayor v. Ward, 16 Lea, 27.

But it is said that, while termini are necessary to be

Collier v. Railroad.

stated, yet the initial and final termini may be the same point, or rather, the beginning and ending may be the same point.

It has been held that the route of a commercial road need not be specified in its charter. If it is to pass over streets of a city, the consent of the city must be obtained, and, in order to do this, it is necessary to define the route, and obtain the permission of the city to occupy the same.

It is conceded that the legislature might authorize the charter for a circular railroad returning to its initial point, but it is insisted that it has not done so.

The question is not, ought such a road to be provided for? but, has it been authorized?

No matter what the benefit may be, no matter what the convenience may be, no matter what the necessity may be, the courts have no power to dispense with the statutory requirements, or to supply a statutory provision, to meet the ends which the legislature might have reached if it had been called to its attention.

We are referred to the case of State v. Martin, 51 Kan., 462, 33 Pac., 9, as holding that such circular road may be chartered without termini. This will, of course, depend largely upon the statutes of Kansas.

By the statutes of Kansas, the articles of incorporation of a railroad company are required to show (1) the kind of road proposed to be constructed; (2) the places from and to which it is to be constructed; (3)

Collier v. Railroad.

the counties through which it is proposed to run; (4) its estimated length.

In a quo warranto proceeding, in the case referred to, brought to vacate the charter, as being unauthorized by law, the attorney-general insisted that the places from and to which the road intended to run necessarily required termini or two termini but the court held to the contrary, and sustained the charter of the road, as being authorized by the statutes of the State.

Upon this feature of the case, the attorney-general urged against the legality of the road all the objections that have been urged in the present case; and they were fully considered by the court, and disposed of in a lengthy and exhaustive opinion.

We quote from this opinion as follows: "The statutes of Kansas provide that the charter of a road company shall state the kind of road, the places from which it is intended to run, the counties through which it is intended to run, and the estimated length of the road."

Continuing, the court said: "The argument is that section 7 requires the charter to state the places from and to which the road is intended to run, and hence the road must be longitudinal, rather than circular; extending from one place or neighborhood to another, so as to have at least two termini. It is true, there is no express provision for the building of circular railroads, nor do we find any requiring that only longitudinal lines shall be projected and constructed. We find no limita

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