§ 8-4-1-5 — Shareholders; annual meeting; directors, election, and term

Indiana § 8-4-1-5

• Jurisdiction: Indiana
• Art. 4: ORGANIZATION AND OPERATION OF
• Ch. 1: Incorporation of Railroad Companies

Text

There shall be an annual meeting of the
stockholders (to be held in one (1) of the counties in which or through
which such road is proposed to be or may be constructed) for the
election of directors to serve for the ensuing year, notice of which,
appointing a time and place, shall be given by the directors chosen as
provided in section 1 of this chapter for the first annual election, and,
afterward, by their successors in office; which notice shall be published
not less than twenty (20) days previous thereto in a newspaper
published in each county through which such road shall be intended to
run (if there be stockholders residing therein) in which a newspaper
shall be published; and if no newspaper be published therein, then by
six (6) written or printed notices put up in the most public places in
such county; provided, however, that the directors may prescribe by
bylaw a place outside the state for the holding of annual meetings, or,
notwithstanding the limitations of section 10 of this chapter, by
resolution adopted at any meeting by stockholders holding shares
representing two-thirds (2/3) of the voting power of the capital stock
entitled to vote at any annual meeting. Three (3) judges of election
shall be chosen by the board of directors previous to any annual
meeting of the stockholders, who shall be stockholders but not directors
at the time of such election, whose duty it shall be to receive the votes
of the stockholders at such election for directors, and who shall openly
count the votes and declare the result, and shall furnish the directors
elected at such meeting of the stockholders with a certificate of their
election, which certificate shall be evidence of their authority to act as
such directors. Not less than seven (7) nor more than thirteen (13)
directors shall be chosen at such meeting of stockholders, by ballot, and
by a majority of the votes of the stockholders present in person or by
proxy. No person shall be a director unless he shall be a stockholder,
owning stock absolutely in his own right, and qualified to a vote for
directors at the election at which he shall be chosen. The directors shall
hold their office for one (1) year and until others are elected in their
places.
Formerly: Acts 1852, 1RS, c.83, s.4; Acts 1933, c.101, s.8; Acts
1955, c.139, s.1. As amended by P.L.62-1984, SEC.34.