Said corporation shall have power to establish
a sinking fund for the payment of its liabilities, and to issue capital
stock to such aggregate amount as may be deemed necessary, not
exceeding the amount named in the certificate of organization, the
shares of which stock may, if so provided in a plan of reorganization
approved or confirmed by a court of competent jurisdiction, be held,
for a period not exceeding fifteen (15) years, by trustees possessing
such voting and other rights pertaining to said shares as may be
provided in such reorganization plan and in the trust document
executed pursuant thereto; may make preferred or other special stock;
make and establish preference in respect to dividends and assets in
favor of one (1) or more classes of stock over and above other classes,
and
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Said corporation shall have power to establish
a sinking fund for the payment of its liabilities, and to issue capital
stock to such aggregate amount as may be deemed necessary, not
exceeding the amount named in the certificate of organization, the
shares of which stock may, if so provided in a plan of reorganization
approved or confirmed by a court of competent jurisdiction, be held,
for a period not exceeding fifteen (15) years, by trustees possessing
such voting and other rights pertaining to said shares as may be
provided in such reorganization plan and in the trust document
executed pursuant thereto; may make preferred or other special stock;
make and establish preference in respect to dividends and assets in
favor of one (1) or more classes of stock over and above other classes,
and secure the same in such order and manner and to such extent as
said corporation may deem expedient; may determine whether all or
part of the shares of its capital stock shall have a par value, and, if so,
the number and par value of such shares, and whether all or a part of
said shares shall be without par value, and, if so, the number of such
shares; may provide that each class of stockholders shall elect a
specified number of members of each board of directors; may provide
that stockholders shall have the privilege of cumulative voting in all
elections of directors; may provide for the issuance of nondividend
bearing and nonvoting script for fractional shares of stock; and may
confer upon the holders of any of the bonds which it may issue or
assume to pay the right to vote at all meetings of stockholders (not
exceeding one (1) vote for each one hundred dollars ($100) of the par
amount of said bonds), if deemed expedient; which right to vote, when
once fixed, shall attach to and pass with said bonds, under such
regulations as said corporation may prescribe, but shall not subject the
holder to any assessment made by said company or to any liability for
its debts, or entitle any holder thereof to dividends, or, in the
alternative, may confer upon the holders of the bonds which it may
issue or assume to pay, subject to such limitation, terms and conditions
as said corporation may deem expedient to impose, the right to require
that any number of the members of each board of directors (being not
more than twenty-five (25) per cent of said members) shall at the time
of their selection be persons satisfactory to the holders of said bonds
provided that said corporation, subject to such limitations, terms and
conditions as it may deem expedient to impose, may confer upon the
holders of any issue of its bonds the right, whenever there shall be any
unpaid accumulations of contingent interest thereon, to require that any
number of the members of each board of directors shall at the time of
their election be persons designated or nominated by the holders of the
bonds of such issue, but in no case shall the number of directors so
selected by bondholders exceed sixty per cent (60%) of the total
number of members of the board of directors, and such right shall not
subject the holder to any assessment made by said company or to any
liability for its debts. The said corporation shall have capacity to hold,
enjoy and exercise, within other states, the aforesaid faculties, powers,
rights, franchises and immunities, and such others as may be conferred
upon it by any law of this state or of any other state in which any
portion of its railroad may be situate, or in which it may transact any
part of its business; and may hold meetings of stockholders and of its
board of directors, and do all corporate acts and things without this
state as validly, and to the same extent, as it may do the same within
the state, on the line of such road; and may make by-laws, rules and
regulations, in relation to its business and the number of its directors,
and the times and places of holding meetings of stockholders and
directors; and may alter and change the same as may be deemed
expedient.
Formerly: Acts 1945, c.202, s.5.