§ 8-4-2-1 — Special meeting of shareholders

Indiana § 8-4-2-1

• Jurisdiction: Indiana
• Art. 4: ORGANIZATION AND OPERATION OF
• Ch. 2: Amending Articles of Incorporation in Railroad

Text

Whenever the board of directors of any railroad
company (including any union railway corporation) organized on or
after March 2, 1933, under the laws of this state or of this state and any
other state or states desires to amend its charter, articles of association,
articles of incorporation, or articles of consolidation, in any one (1) of
the following respects, namely:
(a) to increase or decrease its capital stock;
(b) to change the number of shares of its capital stock;
(c) to increase or decrease the par value of the shares of its capital
stock;
(d) to provide for shares with par value, or shares without par
value, or both, with such designations, relative rights, preferences,
qualifications, limitations, restrictions, voting rights, values and
interests of the shares of each class as said board may specify;
(e) to provide the consideration for which the company may issue
and sell its shares without par value, or to authorize the board of
directors to fix such consideration from time to time;
(f) to change the shares of any class into the same or a different
number of shares of any other class or classes, including a change
of shares with par value into shares without par value or a change
of shares without par value into shares with par value;
(g) to classify or reclassify the shares of its capital stock;
(h) to extend its corporate existence, including a term which shall
extend for perpetuity;
(i) in the case of any such company which is no longer engaged
in the conduct of the railroad business or in transportation by
railroad, but which is engaged in leasing the railroad owned by it
to a lessee which maintains and operates the same, to provide for:
(1) elimination of its powers further to construct, maintain or
operate a railroad, engage in the conduct of the railroad
business, and engage in transportation by railroad; and
(2) continuation of any charter powers it may, have or purport
to have on March 9, 1939:
(A) first, to own a railroad for the purpose of leasing the same
for a term of any duration to a lessee who or which is
empowered further to construct, maintain or operate a
railroad, engage in the conduct of the railroad business, or
engage in transportation by railroad; and
(B) second, to acquire, own, lease, manage, operate,
mortgage, and sell other real and personal property, and to
operate and maintain a public stockyard, as the same is
defined in 7 U.S.C. 103 (before its repeal);
provided that no lease to which such company is a party on March
9, 1939, shall be invalid in whole or in part because of the term of
its duration and that no amendment to such charter, articles of
association, articles of incorporation, or articles of consolidation
can be made which will impair the validity of any such lease; or
(j) to make any other amendment, without limitation, so long as
the charter, articles of association, articles of incorporation, or
articles of consolidation of such company, as amended, have been
authorized by IC 8-4-1 as an original charter, articles of
association, articles of incorporation, or articles of consolidation;
said board may call a special meeting of the stockholders of said
company for the purpose of submitting to a vote of such stockholders
the question of the approval of such amendment or may direct that such
question be submitted to the stockholders at a regular annual meeting.
Formerly: Acts 1933, c.101, s.1; Acts 1939, c.65, s.1. As
amended by P.L.62-1984, SEC.44; P.L.17-1985, SEC.6; P.L.7-2015,
SEC.21.