IC 8-4-2
    Chapter 2. Amending Articles of Incorporation in RailroadCompanies

IC 8-4-2-1
Special meeting of shareholders
    Sec. 1. Whenever the board of directors of any railroad company(including any union railway corporation) organized on or afterMarch 2, 1933, under the laws of this state or of this state and anyother state or states desires to amend its charter, articles ofassociation, articles of incorporation, or articles of consolidation, inany 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 itscapital stock;
        (d) to provide for shares with par value, or shares without parvalue, or both, with such designations, relative rights,preferences, qualifications, limitations, restrictions, votingrights, values and interests of the shares of each class as saidboard may specify;
        (e) to provide the consideration for which the company mayissue and sell its shares without par value, or to authorize theboard of directors to fix such consideration from time to time;
        (f) to change the shares of any class into the same or a differentnumber of shares of any other class or classes, including achange of shares with par value into shares without par value ora 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 whichshall extend for perpetuity;
        (i) in the case of any such company which is no longer engagedin the conduct of the railroad business or in transportation byrailroad, but which is engaged in leasing the railroad owned byit to a lessee which maintains and operates the same, to providefor:
            (1) elimination of its powers further to construct, maintainor operate a railroad, engage in the conduct of the railroadbusiness, and engage in transportation by railroad; and
            (2) continuation of any charter powers it may, have orpurport to have on March 9, 1939:
                (A) first, to own a railroad for the purpose of leasing thesame for a term of any duration to a lessee who or whichis empowered further to construct, maintain or operate arailroad, engage in the conduct of the railroad business, orengage in transportation by railroad; and
                (B) second, to acquire, own, lease, manage, operate,mortgage, and sell other real and personal property, and tooperate and maintain a public stockyard, as the same isdefined in 7 U.S.C. 103;        provided that no lease to which such company is a party onMarch 9, 1939, shall be invalid in whole or in part because ofthe term of its duration and that no amendment to such charter,articles of association, articles of incorporation, or articles ofconsolidation can be made which will impair the validity of anysuch lease; or
        (j) to make any other amendment, without limitation, so long asthe charter, articles of association, articles of incorporation, orarticles of consolidation of such company, as amended, havebeen authorized by IC 8-4-1 as an original charter, articles ofassociation, articles of incorporation, or articles ofconsolidation;
said board may call a special meeting of the stockholders of saidcompany for the purpose of submitting to a vote of such stockholdersthe question of the approval of such amendment or may direct thatsuch question be submitted to the stockholders at a regular annualmeeting.
(Formerly: Acts 1933, c.101, s.1; Acts 1939, c.65, s.1.) As amendedby P.L.62-1984, SEC.44; P.L.17-1985, SEC.6.

IC 8-4-2-2
Special annual meeting of shareholders; publication or delivery ofnotice
    Sec. 2. The special or annual meeting of the stockholders at whichthe question of the approval of such amendment is to be submittedshall be called by delivering personally, or depositing in thepost-office stamped and addressed to each stockholder at suchaddress as appears upon the records of the company, at least ten (10)days before the time fixed for such meeting, a notice, stating thetime, place and object of such meeting.
(Formerly: Acts 1933, c.101, s.2; Acts 1939, c.65, s.2.)

IC 8-4-2-3
Special annual meeting of stockholders; voting
    Sec. 3. At any such meeting stockholders may vote in person orby proxy, each stockholder being entitled to one (1) vote for eachshare of stock held by him, and votes representing at least a majority(or such greater proportion as the articles of association orconsolidation may require) of all the outstanding stock of each classshall be necessary for the approval of any such change.
(Formerly: Acts 1933, c.101, s.3.)

IC 8-4-2-4
Special annual meeting of stockholders; voting; certificate ofamendment; filing
    Sec. 4. If at such special or annual meeting of the stockholders,said amendments, or any of them, be submitted to a vote, and if itshall appear that votes representing a majority (or such greaterproportion as said articles may require) of all the outstanding stockof each class of said company are cast in favor of the approval of

said amendments or any of them, as submitted by the directors or asaltered by the stockholders' meeting, a certificate setting forth suchamendments as adopted and the approval thereof, verified by theaffidavit of the president or vice-president and under the corporateseal of said company shall be filed in the office of the secretary ofstate, and thereupon the amendment or amendments so approved atsuch meeting of the stockholders shall be, and are hereby declared,accomplished, and the articles of association or consolidation of saidcompany shall be deemed to be amended in accordance with saidvote of the stockholders.
(Formerly: Acts 1933, c.101, s.4; Acts 1939, c.65, s.3.)

IC 8-4-2-5
Defending shareholders; payment; resubmission of proposedamendment
    Sec. 5. (a) If any shareholder of any such corporation who did notvote in favor of such amendment at the meeting at which theamendment was adopted by the shareholders of such corporation,shall, at any time within thirty (30) days after such adoption of theamendment by such shareholders, object thereto in writing anddemand payment of the value of his shares, the corporation shall, inthe event that the amendment shall be made effective, and in theevent that the amendment is of such a nature that its adoption withouthis consent and without giving him a remedy wouldunconstitutionally deprive him of rights, pay to such shareholder,upon surrender of his certificates therefor, the value of such shareson March 9, 1939, which shall be the date the certificate required insection 4 of this chapter, shall be filed in the office of the secretaryof state. If before April 9, 1939, the value of such shares is agreedupon between the shareholder and the corporation, as the case maybe, payment therefor shall be made before June 8, 1939. If, beforeApril 9, 1939, the corporation and the shareholder do not so agree,either such corporation or the shareholder may, before June 8, 1939,petition the circuit or superior court of the county in which theprincipal office of the corporation is located, to appraise the value ofsuch shares; and payment of the appraised value thereof shall bemade within sixty (60) days after the entry of the judgment or orderfinding such appraised value. The practice, procedure, and judgmentin the circuit or superior court upon such petition shall be the same,so far as practicable, as that under the eminent domain statutes in thisstate.
    (b) Upon March 9, 1939, any shareholder who has made suchobjection and demand shall cease to be a shareholder and shall haveno rights with respect to such shares except the right to receivepayment therefor. Every shareholder who did not vote in favor ofsuch amendment and who does not object in writing and demandpayment of the value of his shares at the time and in the manneraforesaid, shall be conclusively presumed to have assented to suchamendment, if he does not within six (6) months thereafter, in a courtof competent jurisdiction, question such action.    (c) After April 8, 1939, the board of directors of the railroadcompany may, in its discretion, resubmit the amendment, or anyother amendment, to a meeting of the stockholders of said company,in the same manner as is provided in sections 1 and 2 of this chapter,before filing in the office of the secretary of state the certificateprovided in section 4 of this chapter, and shall file such certificateonly upon receiving again the affirmative vote required in section 4of this chapter.
(Formerly: Acts 1933, c.101, s.4a; Acts 1939, c.65, s.4.) As amendedby P.L.62-1984, SEC.45.

IC 8-4-2-6
Stock without par value; payment in full
    Sec. 6. Any such company authorized by its articles of associationor consolidation to have shares of capital stock without par value,may from time to time, issue and sell or otherwise dispose of anysuch shares for such consideration as may be provided for in saidarticles, or as may be fixed by the board of directors, pursuant toauthority conferred by said articles. When the consideration forwhich any such shares was authorized to be issued shall have beenreceived by the company, such share shall be deemed to be fully paidand nonassessable.
(Formerly: Acts 1933, c.101, s.5.)