IC 8-4-14
    Chapter 14. Reorganization of Railroads After Sale

IC 8-4-14-1
Authority for reorganization
    Sec. 1. (a) In case of the sale of any railroad and its property,under or by the authority of any competent court or courts (part ofwhich railroad may be situate within the state of Indiana and partsituate in an adjoining state, and embraced in the mortgage ormortgages or deed or deeds of trust), it may be sold at one (1) timeand place, as an entirety, at such point on the line of said railroad,either within or without the state, and upon such notice, as the courtor courts ordering such sale may direct.
    (b) In case of the reorganization of any railroad and its propertyunder or by the authority of any competent court or courts of theUnited States in a proceeding for the reorganization of a railroadpursuant to Regional Rail Reorganization Act (11 U.S.C. 101(33),1163, and 1166 et seq.), the corporation to which all or any part ofsaid railroad and its property may be transferred by or pursuant to anappropriate order or decree of said court or courts may be acorporation organized under this chapter and having all of thepowers, rights, privileges, immunities, and franchises provided inthis chapter.
    (c) This chapter is hereby declared to apply to and embrace anyand all sales or purchases of railroads, their franchises, rights, andprivileges, under judicial degrees, or judgments of any of the courtsof the state of Indiana, or of the United States, at any time, whethersaid sale under such decrees or judgments, may have occurred beforeor after March 6, 1945.
(Formerly: Acts 1945, c.202, s.1.) As amended by P.L.62-1984,SEC.66.

IC 8-4-14-2
Certificate of reorganization
    Sec. 2. In case of the sale of any railroad and its property (situatedwholly or partly within this state, or situated partly in this state andpartly in an adjoining state) by virtue of any mortgage or mortgagesor deed or deeds of trust, either by foreclosure or other judicialproceedings, or pursuant to any power contained in such mortgage ormortgages or deed or deeds of trust, or by the joint exercise of saidpowers and authorities, the purchaser or purchasers thereof, theirsurvivor or survivors, or he or his or they or their associates orassigns, may form a corporation by filing in the office of thesecretary of state a certificate specifying the name and style of thecorporation, the number of directors, the names of the first directorsand the period of their service (not exceeding one (1) year), theamount of original capital, and the number of shares into which saidcapital is to be divided; and in case of the reorganization of anyrailroad and its property (situated wholly or partly within this stateand whether owned prior to the reorganization proceedings by a

corporation of this state or by a corporation of another state) in aproceeding under section 77 of the Act of July 1, 1898, entitled "Anact to establish a uniform system of bankruptcy throughout theUnited States," as amended, any three (3) or more persons, beingeither directors or officers of the railroad, may form a corporation byfiling in the office of the secretary of state a certificate specifying thename and style of the corporation, the number of directors, the namesof the first directors and the period of their service (not exceedingone (1) year), the amount of original capital, and the number ofshares into which said capital is to be divided; and the personssigning said certificate, and their successors, shall be a bodycorporate and politic, by the name in said certificate specified, withpower to sue and be sued, contract and be contracted with, andmaintain and operate the railroad in said certificate named, andtransact all business connected with same; and a copy of suchcertificate, attested by the signature of the secretary of state or hisdeputy, shall, in all courts and places, be evidence of the dueorganization and existence of the said corporation and of the mattersin said certificate stated.
(Formerly: Acts 1945, c.202, s.2.)

IC 8-4-14-3
Powers, rights, privileges, immunities, and franchises
    Sec. 3. Such corporation shall possess all the powers, rights,privileges, immunities, and franchises in respect to said railroad, orthe part thereof purchased or received pursuant to reorganization asaforesaid, and of all the real and personal property appertaining tothe same, which were possessed or enjoyed by the corporation thatowned or held the said railroad previous to such sale orreorganization proceeding by virtue of its charter and amendmentsthereto and other laws of this state or any state in which any part ofsaid railroad is situate not inconsistent with the laws of this state.And it shall have power, at any time after the formation of thecorporation as aforesaid, to assume any debts and liabilities of theformer corporation or of the trustee in the reorganization proceeding,and to make such adjustment and settlement with any stockholder orstockholders or creditor or creditors of such former corporation asmay be deemed expedient, and, for such purpose, to use suchportions of the bonds and stock of said corporation as may bedeemed advisable and in such manner as said corporation may deemproper; provided, that all subscribers to the original stock of saidrailroad company, their heirs, executors, and administrators shall (bythe acceptance or adoption of this chapter by any purchaser orpurchasers of any such railroad, as above provided) be released anddischarged from all their unpaid subscriptions which shall not havebeen previously settled or arranged by agreement or compromise;and, provided, further, that such corporation, when so formed andorganized, shall, in suing and being sued, and in operating suchrailroad, be subject to the general laws of this state not inconsistentwith the original charter of said road and the amendments thereto.(Formerly: Acts 1945, c.202, s.3.) As amended by P.L.62-1984,SEC.67.

IC 8-4-14-4
Bonds, mortgages, or trust deeds as security
    Sec. 4. (a) Said corporation shall have power to make and issuebonds, bearing any rate of interest, whether fixed or contingent,cumulative or noncumulative, payable at such times and places, andin such amount or amounts, and with such provisions with respect toredemption, sinking fund, maturity, issuance of said bonds in series,and conversion of said bonds into stock of said corporation at anytime up to the maturity of said bonds, as it may deem expedient, andto sell and dispose of said bonds at such prices and in such manneras it may deem proper, to secure the payment of any bonds which itmay make, issue or assume to pay by mortgage or mortgages or deedor deeds of trust of its railroad, or any part thereof, and of its real andpersonal property and franchises, and to act as a corporation.
    (b) All property of said corporation included in such mortgage ormortgages or deed or deeds of trust, whether then held or thereafteracquired, shall be subject to the operation and lien of such mortgageor mortgages or deed or deeds of trust, and in case of sale under thesame, it shall pass to and become vested in the purchaser orpurchasers thereof so as to enable them to form a corporation in themanner herein prescribed, and to vest in such corporation all thefaculties, powers, authorities, immunities, and franchises conferredby this chapter.
(Formerly: Acts 1945, c.202, s.4.) As amended by Acts 1981, P.L.11,SEC.48.

IC 8-4-14-5
Sinking fund; stock issuance
    Sec. 5. Said corporation shall have power to establish a sinkingfund for the payment of its liabilities, and to issue capital stock tosuch aggregate amount as may be deemed necessary, not exceedingthe amount named in the certificate of organization, the shares ofwhich stock may, if so provided in a plan of reorganization approvedor confirmed by a court of competent jurisdiction, be held, for aperiod not exceeding fifteen (15) years, by trustees possessing suchvoting and other rights pertaining to said shares as may be providedin such reorganization plan and in the trust document executedpursuant thereto; may make preferred or other special stock; makeand establish preference in respect to dividends and assets in favorof one (1) or more classes of stock over and above other classes, andsecure the same in such order and manner and to such extent as saidcorporation may deem expedient; may determine whether all or partof the shares of its capital stock shall have a par value, and, if so, thenumber and par value of such shares, and whether all or a part of saidshares shall be without par value, and, if so, the number of suchshares; may provide that each class of stockholders shall elect aspecified number of members of each board of directors; may

provide that stockholders shall have the privilege of cumulativevoting in all elections of directors; may provide for the issuance ofnondividend bearing and nonvoting script for fractional shares ofstock; and may confer upon the holders of any of the bonds which itmay issue or assume to pay the right to vote at all meetings ofstockholders (not exceeding one (1) vote for each one hundreddollars ($100) of the par amount of said bonds), if deemed expedient;which right to vote, when once fixed, shall attach to and pass withsaid bonds, under such regulations as said corporation may prescribe,but shall not subject the holder to any assessment made by saidcompany or to any liability for its debts, or entitle any holder thereofto dividends, or, in the alternative, may confer upon the holders ofthe bonds which it may issue or assume to pay, subject to suchlimitation, terms and conditions as said corporation may deemexpedient to impose, the right to require that any number of themembers of each board of directors (being not more than twenty-five(25) per cent of said members) shall at the time of their selection bepersons satisfactory to the holders of said bonds provided that saidcorporation, subject to such limitations, terms and conditions as itmay deem expedient to impose, may confer upon the holders of anyissue of its bonds the right, whenever there shall be any unpaidaccumulations of contingent interest thereon, to require that anynumber of the members of each board of directors shall at the timeof their election be persons designated or nominated by the holdersof the bonds of such issue, but in no case shall the number ofdirectors so selected by bondholders exceed sixty per cent (60%) ofthe total number of members of the board of directors, and such rightshall not subject the holder to any assessment made by said companyor to any liability for its debts. The said corporation shall havecapacity to hold, enjoy and exercise, within other states, the aforesaidfaculties, powers, rights, franchises and immunities, and such othersas may be conferred upon it by any law of this state or of any otherstate in which any portion of its railroad may be situate, or in whichit may transact any part of its business; and may hold meetings ofstockholders and of its board of directors, and do all corporate actsand things without this state as validly, and to the same extent, as itmay do the same within the state, on the line of such road; and maymake by-laws, rules and regulations, in relation to its business andthe number of its directors, and the times and places of holdingmeetings of stockholders and directors; and may alter and change thesame as may be deemed expedient.
(Formerly: Acts 1945, c.202, s.5.)

IC 8-4-14-6
Vesting of railroad in foreign railroad corporation
    Sec. 6. In case a portion of any railroad situated within this state(a part of which is situated in another state) shall become vested ina corporation of another state, the said corporation may exercise andenjoy within this state, and also in such other state, for the purposesof such railroad and its business, all the rights, powers, faculties,

franchises, and privileges in this chapter contained; and its mortgagesand trust deeds shall operate and be binding as therein specified, andall sales under the same shall be valid and effectual. Where therailroad of a railroad corporation organized under the laws of thisstate has or shall become vested in a railroad corporation of anotherstate, pursuant to an order or decree of any court or courts of theUnited States, in a proceeding for the reorganization of such railroadcorporation of another state, pursuant to Regional RailReorganization Act (11 U.S.C. 101(33), 1163 and 1166 et seq.), suchreorganized railroad corporation may exercise and enjoy within thisstate for the purpose of such reorganized railroad and its business, allrights, powers, privileges, franchises, and immunities that werepossessed and enjoyed by said railroad corporation organized underthe laws of this state; and such reorganized railroad corporation,when necessary or proper, may exercise the power of eminentdomain in acquiring additional lands or property necessary orconvenient for betterments, maintenance, extension, or operation ofsuch railroad, and for the construction, use, and maintenance ofspurs, switches, sidetracks, depots, stations, terminals, and otherfacilities to be used in connection with such railroad, in the mannerand to the extent and subject to the limitations applying to Indianarailroad corporations.
(Formerly: Acts 1945, c.202, s.6.) As amended by P.L.62-1984,SEC.68.

IC 8-4-14-7
Powers and duties
    Sec. 7. Any railroad company incorporated under the provisionsof this chapter, shall have the power and authority to acquire, bypurchase or contract, the road, road bed, real and personal property,rights, and franchises, of any other railroad corporation orcorporations which may cross or intersect the line of such railroadcompany, or any part of same, or the use and enjoyment thereof, inwhole or in part, and may also purchase or contract for the use andenjoyment, in whole or in part, of any railroad or railroads, lyingwithin adjoining states, may assume such of the debts and liabilitiesof such corporations as may be deemed proper; and upon purchasingany such railroad or railroads, all the real and personal property ofsuch corporations, so purchased, and also the rights, powers, andfranchises of the same, shall become vested in the railroad companyso purchasing the same, together with all the rights, powers,privileges, and franchises conferred by the charter of the roads sopurchased and all amendments thereto and the provisions of thischapter, and the company so purchasing or acquiring the title to, oruse of such railroad or railroads shall have power to complete,maintain, and operate the same. Any railroad company incorporatedunder the provisions of this chapter shall also have power toconsolidate with other railroad corporations in the continuous line,either within or without this state, upon such terms as may be agreedupon by the corporations owning the same; and also shall have the

power and authority to construct, equip, maintain, and operate branchrailroads leading from the main line or from the termini of suchrailroad, from and to such points, with this state or any adjoiningstate, as may be deemed expedient, and in constructing the sameshall have the right to enter in, and upon all lands, to survey routes,receive donations of lands or moneys, purchase, and condemn landsrequired for the use of the road, lay single or double tracks, to crossall watercourses and public highways, not unnecessarily obstructingthe same, and in condemning lands for the use of such roads shallhave all of the rights and powers conferred upon such corporationsby their charters, and amendments and the general laws of this state,and all railroads purchased, and branch roads constructed asaforesaid, shall be vested in and become a part of the property of thecorporation so purchasing or constructing the same, as aforesaid, andshall be in all things governed by the laws, rules, and regulationsgoverning the corporation, purchasing or constructing the same asaforesaid, and be operated as part of its line of road upon purchasingor constructing any railroad as provided in this chapter, thecorporation purchasing or constructing the same, shall have powerand authority to issue new stock to such extent as may be consideredadvisable, and the same to dispose of, as provided in this chapter, andto issue and sell bonds to such extent as may be deemed expedient,and to secure the same by mortgages and deeds of trust upon all thereal and personal property, rights, powers, and franchises of anyrailroad so purchased, constructed, or in course of construction asprovided in this chapter; provided, that the provisions of this chaptershall not be so construed as to authorize any railroad companyorganizing under the same to consolidate with or acquire by contractor purchase the road, road bed, real and personal property, rights, andfranchises of any railroad already built, equipped, and operatedwithin the state of Indiana and which may cross or intersect the lineof the road of any company organized under this chapter, but thepowers of consolidation and purchase are hereby limited andrestricted to such roads within the state of Indiana as may cross andintersect the same and which have not been equipped and operatedin whole or in part.
(Formerly: Acts 1945, c.202, s.7.) As amended by P.L.62-1984,SEC.69.

IC 8-4-14-8
Savings provisions
    Sec. 8. No rights, privileges, or immunities vested or accrued byor under Acts 1865, c.20, as amended, which was repealed by Acts1945, c.202, s.8, shall be impaired or eliminated by reason of suchrepeal, nor shall such repeal affect any suits pending, rights of actionconferred, or duties, restrictions, liabilities, or penalties imposed orrequired by or under Acts 1865, c.20, as amended, upon or of anycorporation created or subject to Acts 1865, c.20, as amended, beforeMarch 6, 1945, it being understood that with respect to anycorporation formed before March 6, 1945, the rights, powers, or

duties given or imposed by Acts 1865, c.20, as amended, which wasrepealed by Acts 1945, c.202, s.8, may be exercised or enforced afterMarch 6, 1945, as though such repeal had not been enacted, whetheror not such right, power, or duty has before March 6, 1945, beenexercised or imposed upon such corporation.
(Formerly: Acts 1945, c.202, s.9.) As amended by P.L.62-1984,SEC.70.