IC 8-4-24
    Chapter 24. Purchase and Sale of Defunct Railroads

IC 8-4-24-1
Certificate of sale; public lease; sale notice
    Sec. 1. (a) In case a majority in interest of the creditors of arailroad company and the majority in interest of the stockholders ofsuch company agree upon a plan for the readjustment orcapitalization of the debt and stock thereof, thereupon an agreementas aforesaid, either before or after a sale of such railroad underjudicial proceedings, and a purchase at such sale by trustees onbehalf of the parties to such agreement, all the franchises andpowers, including the franchises to act as a corporation conferred bythe charter of such railroad company, pass by such sale and vest inthe trustees, together with the railroad and all the other propertyembraced in the sale. In case any railroad situate wholly or partlywithin Indiana, or any part thereof situate within Indiana, shall, inpursuance of such agreement, be sold by virtue of any mortgage ormortgages or deed or deeds of trust, either by foreclosure or otherproceedings in law or equity, or pursuant to any power in suchmortgage or mortgages or deed or deeds of trust contained, or by thejoint exercise of those authorities, as provided in this section, thepurchaser or purchasers of the same, or their survivor or survivors,or the associates of a purchaser or survivor, may form a corporation,by filing in the office of the secretary of state a certificate, under thesignature of the purchasers, survivors, and associates specifying thename of such corporation, the number of directors, the names of thefirst directors and the period of their service (not exceeding one (1)year), the amount of the original capital, and the number of sharesinto which such capital is to be divided.
    (b) The persons signing the certificate, and their successors, shallbe a body politic and corporate, by the name therein specified. Acopy of such certificate, attested by the signature of the secretary ofstate or the secretary's deputy, shall, in all courts and places, beevidence of the due organization and existence of the corporation andof the facts in the certificate stated. No sale under this chapter shallbe valid unless notice thereof, stating time and place of sale, shallhave been published in some newspaper of general circulation in thecity of New York, and also by publishing the notice in at least one(1) newspaper of general circulation published in each county inIndiana through which the railroad may run, not less than thirty (30)nor more than sixty (60) days, at the discretion of the court orderingthe sale, immediately preceding the sale.
(Formerly: Acts 1861, c.78, s.1.) As amended by P.L.62-1984,SEC.74; P.L.1-1989, SEC.17.

IC 8-4-24-2
Powers, privileges, facilities, and franchises
    Sec. 2. Such corporation shall possess all the powers, rights,privileges, immunities, faculties, and franchises in respect to the said

railroad, or the part thereof purchased as aforesaid, which werepossessed or enjoyed by the corporation that owned or held the saidrailroad previous to such sale by virtue of its charter or amendmentsthereto or other laws of this state, or of any state not inconsistentwith the laws of this state in which any part of the said railroad issituate, and shall also have power, by agreement of the personsforming the said corporation as aforesaid, or by a vote of a majorityin interest of the stockholders, at any time within six (6) months afterthe formation of the said corporation, to assume any debts orliabilities of the corporation which owned or held the said railroadbefore the said sale; and in like manner and within a like period, tomake such adjustments with any stockholders of the said lastmentioned corporation as it may deem expedient, and, for the saidpurposes, to use such portions of the bonds and stock it may beauthorized to create as it may deem necessary, and in such manner asit may deem proper; and shall also have power to make and issuebonds, payable at such times and places and bearing such rates ofinterest as it may deem expedient, and to sell or dispose of suchbonds at such prices and in such manner as it may deem proper, andto secure the payment of any bonds which it may make, issue, orassume to pay, by a mortgage or mortgages or deed or deeds of trustof its railroad, or of any part thereof, or any other of its property, realor personal; and may include in such mortgage or mortgages or deedor deeds of trust any locomotives, cars, and other rolling stock andequipments, and any machinery, tools, implements, fuel, andmaterials, whether then held or thereafter to be acquired for theconstructing, operating, repairing, or replacing the said railroad, orany part thereof, or any of its equipments or appurtenances; all ofwhich property, so included, whether then held or thereafter to beacquired, shall be subject to the lien and operation of such mortgageor mortgages or deed or deeds of trust, all franchises held by saidcorporation and connected with or relating to the said railroad, andall corporate franchises of the said company; which said franchises,in case of sale by virtue of any such mortgage or mortgages or deedor deeds of trust, are hereby declared to pass to the purchasers, so asto enable them to form a corporation in the manner prescribed in thischapter, and to vest in such corporation all the faculties, powers,authorities, immunities, and franchises conferred by this chapter; andthe said corporation shall have power to establish a sinking fund forthe redemption of any of its debts; and shall likewise have power toissue capital stock to such aggregate amount as it shall deemnecessary, not exceeding any limitation which may be fixed byagreement with the persons forming the said company in the mannerprovided in this chapter, and may establish preference in respect todividends in favor of one (1) or more classes of the said stock, insuch order and manner and to such extent and with securities, as itmay deem expedient; and may confer on holders of any bonds whichit may issue or assume to pay such rights to vote at all meetings ofstockholders, not exceeding one (1) vote for every one hundreddollars ($100) of the par amount of the said bonds, as may by it be

deemed advisable, which rights when once fixed, shall attach to andpass with such bonds, under such regulations as the bylaws mayprescribe, to the successive holders thereof, but shall not subject anyholders to any assessment by the said company, or to any liability forits debts, or entitle any holder to dividends; and the said corporationshall also have capacity to hold and enjoy and exercise within otherstates the aforesaid faculties, powers, rights, immunities, andfranchises, and such others as may be conferred upon it by any lawof the state or of any other state in which any part of its railroad maybe situate or in which it may do any part of its business, and to holdmeetings of stockholders and directors, and to do all corporate actsand all things without this state as validly as it may do the samewithin this state.
(Formerly: Acts 1861, c.78, s.2.) As amended by P.L.62-1984,SEC.75.

IC 8-4-24-3
Reciprocity; foreign corporations
    Sec. 3. In case the part situate within this state of any railroad, apart of which is situate in another state, shall become vested in acorporation of such other state, and such corporation shall alsoacquire a part situate in such other state of the said railroad, the saidcorporation may exercise and enjoy, within this state, for the purposeof the said railroad and its business, so far as it may be endowed bythe laws of the state of its creation with capacity to do so, all thepowers, rights, faculties, privileges, immunities, and franchisesenumerated in section 2 of this chapter, and its mortgages or trustdeeds shall operate as therein specified.
(Formerly: Acts 1861, c.78, s.3.) As amended by P.L.62-1984,SEC.76.

IC 8-4-24-4
Liens and encumbrances
    Sec. 4. Next in the order of lien to the existing mortgage debt ofthe old road shall stand the amounts due persons for labor performed,wood and other such materials furnished the old company in runningthe road, and damages for killing stock and right of way: Provided,That all the property of said company shall be liable for damagesrecovered against said company for stock killed or injured by themand exempt from mortgage liens.
(Formerly: Acts 1861, c.78, s.4.)

IC 8-4-24-5
Place of sale
    Sec. 5. So much of any railroad as lies in this state and isembraced in the mortgage or mortgages sought to be foreclosed maybe sold at such sale as an entirety; and the court making a decree ororder of sale may declare, in the order, where the principal office ofthe railroad company is situate within the state, and may order thesale to be made at the court-house door of the county in which the

principal office within the state is situate.
(Formerly: Acts 1861, c.78, s.5.)

IC 8-4-24-6
Surrender or assignment of stock; acquisition of stock inreorganized company
    Sec. 6. In case of the sale of a railroad, or any part thereof, as insection 1 of this chapter mentioned, full power is hereby given to thecorporate authorities of the several counties, cities, townships, andother municipal corporations holding stock in the company by whichsuch railroad was owned, and to all persons holding such stock in afiduciary capacity, to surrender or assign such stock, and to acceptand receive such new stock in any corporation which, after such sale,may become the owners of said railroad or any part thereof, as maybe apportioned or given in respect to the said first mentioned stockunder any reorganization of the ownership of the said railroad.
(Formerly: Acts 1861, c.78, s.6.) As amended by P.L.62-1984,SEC.77.

IC 8-4-24-7
Settlement of former account
    Sec. 7. No purchaser or purchasers of any railroad shall beentitled to any rights or benefits under this chapter until suchpurchaser or purchasers shall first assume and pay, in money or firstclass or satisfactory securities, to be issued by the new corporationformed upon the sale or transfer of any railroad as herein providedfor, as the creditor or creditors may elect, all ticket balances and backcharges for freight, with interest, whether due upon account,judgment of a court of record, bond, note, or other instrument inwriting, which the former railroad corporation may have owned orbeen in arrears for, to any connecting railroad company, operating arailroad entirely or in part in this state.
(Formerly: Acts 1861, c.78, s.7.) As amended by P.L.62-1984,SEC.78.

IC 8-4-24-8
Amendment or repeal of chapter
    Sec. 8. This chapter may be amended or repealed at the discretionof the legislature.
(Formerly: Acts 1861, c.78, s.8.) As amended by P.L.62-1984,SEC.79.