CHAPTER 7. INCORPORATION OF UNION RAILWAY COMPANIES

IC 8-4-7
    Chapter 7. Incorporation of Union Railway Companies

IC 8-4-7-1
Authority for formation
    Sec. 1. Where two (2) or more railroad companies own or operaterailroads extending into, through or near the same city or town, suchcompanies, or any two (2) or more of them, may form a unionrailway corporation, according to the provisions hereinaftercontained.
(Formerly: Acts 1885, c.20, s.1.)

IC 8-4-7-2
Capitalization; certificate of incorporation
    Sec. 2. The railroad companies uniting in the formation of suchcorporation are designated as proprietary companies, and shall makea certificate of incorporation, in which they shall specify the name ofthe company to be incorporated thereunder, the amount of the capitalstock of such company, the number and the par value of the sharesinto which it shall be divided, the aggregate amount of the par valueof the shares of each proprietary company, the county or counties inwhich said union railway shall be situated, with the name of the townor city within or near which said union railway is to be constructed.
(Formerly: Acts 1885, c.20, s.2.)

IC 8-4-7-3
Certificate of incorporation; powers and duties
    Sec. 3. Such certificate of incorporation shall be signed by thepresident or vice president and attested by the secretary of each ofsaid proprietary companies, and shall be sealed with its corporateseal, and shall be acknowledged by the respective companies by theirsaid officers, before some person authorized to take and certify theacknowledgments of conveyances of real estate, and shall be filedand recorded in the recorder's office of the county or counties inwhich said union railway company may be situated; and upon thefiling of such certificate as aforesaid, the union company so formedshall be a corporation of this state, with all the powers incidentthereto, and such other powers as are conferred by this chapter.
(Formerly: Acts 1885, c.20, s.3.) As amended by P.L.62-1984,SEC.49.

IC 8-4-7-4
Directors; numbers; acquisition of property
    Sec. 4. The board of directors of any such union company shallconsist of not less than one (1) representative for each of theproprietary companies to be selected by the respective companieswhich they are to represent: Provided, That the board may increasethe number of directors by fixing the additional equal number ofrepresentatives to be selected for each proprietary company, and anysuccessor in interest to one or more original proprietary companies

shall be entitled to select the number of representatives so providedfor each such company. And such board of directors shall havepower to construct, maintain and operate such union railroad, toregulate the use of its depots, stations, structures, appliances andfacilities, and to regulate the time and manner in which engines, carsand other rolling stock shall pass or be hauled over its tracks, and thetolls, charges or compensation to be paid therefor.
(Formerly: Acts 1885, c.20, s.4; Acts 1959, c.28, s.1.)

IC 8-4-7-5
Stock certificates; proprietary companies
    Sec. 5. The interest of each proprietary company in the unioncompany in its capital stock and in its property and effects of everykind shall be deemed an appurtenance to the railroad of suchproprietary company, and shall not be transferable or alienableotherwise than with and as a part of the railroad of such proprietarycompany. The union company shall issue to each proprietarycompany a certificate or certificates setting forth the interest or stockof such proprietary company in such union company, but suchcertificate shall express upon its face that it is not transferable,except as appurtenant to the railroad of such proprietary company.
(Formerly: Acts 1885, c.20, s.5.)

IC 8-4-7-6
Belt railroad; operation
    Sec. 6. Any such union railway company may, as owner or lesseethereof, operate any belt railroad extending around, or partly around,the town or city in or near which such union railway may be situated,the track of which belt road connects with the track of said unionrailway company, or with the track of any of its proprietarycompanies, to the end that such town or city may be relieved, as faras practicable, of the passage through it of through freight cars andthrough freight trains.
(Formerly: Acts 1885, c.20, s.6.)

IC 8-4-7-7
Acquisition of property; eminent domain
    Sec. 7. Any such union railway company may erect, construct,rebuild and replace, in connection with its tracks, union depots, carsheds and such other structures and appliances as the company maydeem necessary to facilitate the transaction of its business, and thebusiness of its proprietary companies and of other railroadcompanies whose tracks may connect therewith, and which mayacquire from such union railway company the right to use said uniontracks and their appliances. And such union company shall also havepower to locate, construct, rebuild, keep up, change and repair suchunion railroad and its tracks, side-tracks, switches, depots, sheds andother structures and appliances, and to take conveyances and releasesin fee simple or otherwise of rights of way and of such real estate asit may deem necessary for the purposes aforesaid, and may condemn,

in fee simple or otherwise, so much real estate and such rights of wayas it may deem necessary for the purposes aforesaid, or any of them;also, to construct, own, maintain and operate union passengerstations, local freight stations, transfer and connecting tracks,between the property of such union company and property and tracksof other railroad companies.
(Formerly: Acts 1885, c.20, s.7.)

IC 8-4-7-8
Eminent domain; application of law
    Sec. 8. The condemnations authorized in section 7 of this chaptermay be made according to:
        (1) the provisions of the charter of any or either of theproprietary companies;
        (2) the general railroad law of Indiana in effect at the time thatprovides for the condemnation of real estate for railroadpurposes; or
        (3) IC 32-24-1.
(Formerly: Acts 1885, c.20, s.8.) As amended by P.L.62-1984,SEC.50; P.L.2-2002, SEC.41.

IC 8-4-7-9
Financing of operation; loans and bond issues
    Sec. 9. Any such union railway company shall have power toborrow money for the purpose of raising means to carry out thepowers conferred by this chapter, and may issue coupon or otherbonds payable to bearer, bearing interest not exceeding the highestcontract rate of interest which may be allowable in this state at thetime, such interest to be payable semiannually, and such companymay also mortgage its franchises, property, and revenues of everykind then owned or subsequently to be acquired to secure thepayment of such loan and interest or of such bonds and interest.
(Formerly: Acts 1885, c.20, s.9.) As amended by P.L.62-1984,SEC.51.

IC 8-4-7-10
Vacation of street or alley
    Sec. 10. (a) If any union railway company in carrying out thepowers granted by this chapter considers it necessary that any part ofa street, avenue, or alley in a town or city in which the union railwayis situated should be vacated, it is lawful for the executive andlegislative body of the town, or the legislative body of the city, as thecase may be, to vacate any part of any street, avenue, or alley of thetown or city for the purposes of this chapter.
    (b) As a basis of the vacation, the union railway company shallpresent to and file with the proper municipal body or bodies of thetown or city its petition, setting forth a description of the part of thestreet, avenue, or alley proposed to be vacated, and the purpose forwhich the ground is proposed to be used. There must be appended tothe petition, as a part of the basis of the vacation, the written consent

to the granting of the prayer of such petition of the owners in feesimple of more than one-half (1/2) of the real estate fronting on bothsides of the street or alley, which, or part of which, is proposed to bevacated, estimated by the frontage in feet upon the street or alley,commencing at a line drawn across the street or alley equidistantfrom the termini of that portion of the street or alley proposed to bevacated, and extending along the street or alley from the line onethousand five hundred (1,500) feet in each direction, unless thestreet, avenue, or alley is not continuous in either direction from theline one thousand five hundred (1,500) feet, in which case, theconsent of owners shall only be required for the distance that it iscontinuous.
    (c) Before granting the prayer of the petition, the municipal bodyor bodies shall ascertain and determine that the consent of the ownersof the requisite number of front feet has been obtained and thefinding shall be made a matter of record, and is conclusive of thefacts so found in all collateral proceedings.
    (d) Before the petition is presented, twenty (20) days notice shallbe given by the union railway company, by publication, by three (3)insertions in two (2) newspapers of general circulation printed andpublished in the town or city in which the union railway may besituated, setting forth that on a day, to be therein named, or at thenext meeting thereafter of the municipal body or bodies, a petitionfor the vacation of the portion of the street or alley in question,describing it, will be presented to the municipal body or bodies foraction.
(Formerly: Acts 1885, c.20, s.10.) As amended by P.L.62-1984,SEC.52; P.L.8-1989, SEC.50.

IC 8-4-7-11
Joint use of facilities and equipment
    Sec. 11. Any such union railway company may, by agreement inwriting with any railroad company not being one of said proprietarycompanies, and owning or operating a railroad which extends to,into, through or near the town or city in or near which such unionrailroad is or may be situated, admit said last-mentioned railroadcompany to such use of the tracks, side-tracks, switches, depots,depot grounds, yards, sheds and other structures or railroad facilitiesand appliances (including the use of its belt railroad and belt railroadfacilities, if any) during such time, on such terms and conditions, andfor such compensation or rent as may be agreed upon. The right ofany associate company to continue in the use and enjoyment of theproperty and facilities of the union company may be made to dependupon the faithful performance of such terms and conditions by suchassociate company as may be inserted in said agreement. Thecompanies which may be so admitted are herein designated asassociate companies: Provided, That no such associate company shallbe admitted to the use of the property and facilities of such unionrailway company except upon the unanimous vote of the directors ofsuch union company.(Formerly: Acts 1885, c.20, s.11.)

IC 8-4-7-12
Directors, officers, and employees
    Sec. 12. The board of directors of any such union railwaycompany shall annually elect a president, a vice-president, asecretary and a treasurer, who shall serve for one (1) year, and untiltheir successors are elected. Any general officer of either of theproprietary companies shall be eligible as president. Thevice-president, secretary and treasurer need not necessarily be anofficer of one of said proprietary companies.
(Formerly: Acts 1885, c.20, s.12.)

IC 8-4-7-13
Board of managers; associate companies
    Sec. 13. It shall be competent for the board of directors of suchunion railway company to organize a board of managers, to consistof a representative from each proprietary company, as well as arepresentative from each associate company previously admitted,such representatives to be selected by the respective companieswhich they are to represent, and the president of the union railwaycompany shall be ex officio president of such board. As associatecompanies are from time to time admitted to the use of the unionrailway property and facilities, as aforesaid, they shall each becomeentitled to have a representative on said board of managers; but aftersuch board of managers shall have been organized, other associatecompanies shall only be admitted as aforesaid with the unanimousconsent of all the members of such board of managers.
(Formerly: Acts 1885, c.20, s.13.)

IC 8-4-7-14
Associate companies; board of managers; delegation of powers andduties
    Sec. 14. It shall be competent for the board of directors of suchunion railway company, in the agreement by which any associatecompany or companies may be admitted as aforesaid, to delegate tosuch board of managers such and so much of the authority, powerand jurisdiction of such board of directors as may be agreed upon,subject, however, to the rights of the proprietary companies and ofthe union railway company as defined in the agreements under whichassociate companies may have been or may be admitted; subject tothese rights, the powers so delegated to said board of managers shallbe exercised by said board of managers, and shall continue so longas the said associate companies, or any or either of them, shallcontinue to be entitled to use the property and facilities of such unionrailway company.
(Formerly: Acts 1885, c.20, s.14.)

IC 8-4-7-15
Contracts; tort liability    Sec. 15. Every such union railway company shall be primarilyliable to the public and to third persons on its contracts and for itstorts, but it shall be competent, as between themselves, for suchproprietary companies, such associate companies, and said unionrailway company, to agree among themselves that the ultimateliability for damages for any class of injuries to persons or propertyshall fall upon one (1) or more of said companies, and suchagreement as to such ultimate liability may be enforced as betweenthe companies parties to such agreement: Provided, however, Thatnothing herein contained shall prevent any person suing for an injuryto persons or property from joining as defendants any or all of saidcompanies if the facts would have justified such joinder if thissection had never been passed.
(Formerly: Acts 1885, c.20, s.15.)

IC 8-4-7-16
Acceptance of provisions of chapter; certificate; filing
    Sec. 16. Any union railway company organized prior to March 2,1885, under the provisions of Acts 1852, 1RS, c.84 may adopt theprovisions of this chapter by filing a written statement setting forthits acceptance of the provisions of this chapter, which writtenstatement shall be signed by the president and attested by thesecretary of each proprietary company, under its corporate seal, andshall be acknowledged by the parties thereto before some officerauthorized to take acknowledgments of conveyances of real estate,which writing shall be filed and recorded in the office of the recorderof the county or counties in which such union railway may besituated, and, from time of such filing, such union railway companyshall be deemed a corporation of the state of Indiana, and shall haveall the powers and be subject to all the provisions of this chapter.
(Formerly: Acts 1885, c.20, s.16.) As amended by P.L.62-1984,SEC.53.

IC 8-4-7-17
Filing of certificate of acceptance of provisions of chapter;conclusiveness upon associate companies
    Sec. 17. Whenever, prior to March 2, 1885, any union railwaycompany shall have been incorporated, and the proprietarycompanies of such union railway company shall have, by agreementin writing with any other railroad company, such as is designated inthis chapter as an associate company, admitted such associatecompany to the use of the property and facilities of such unioncompany, then, upon the filing of the certificate of acceptancecontemplated by section 16 of this chapter, such agreement betweensuch proprietary companies and such associate company shall havethe same force and effect and be as valid and binding as if the samehad been made after March 2, 1885, and the terms of suchagreement, including the provision for such a board of managers asis contemplated by this chapter, the delegation of powers to suchboard, and the right of such associate company to representation on

such board, shall be observed and enforced as may have beenprovided for in said agreement.
(Formerly: Acts 1885, c.20, s.17.) As amended by P.L.62-1984,SEC.54.

IC 8-4-7-18
Mechanic's liens; joint liability of proprietary companies
    Sec. 18. The proprietary companies shall be jointly liable for alldebts due for labor done for such union railway company on itstracks, depots and other property that shall not be paid by such unionrailway company, but such liability shall not be enforceable againstthe said proprietary companies until the remedy against such unioncompany shall have been exhausted, unless it is shown that saidunion company is insolvent.
(Formerly: Acts 1885, c.20, s.18.)

IC 8-4-7-19
Facilities and connections; joint use by proprietary companies
    Sec. 19. Any such union railway company may make runningarrangements with any of its proprietary companies, or with any ofits associate companies, whereby such union railway company shallacquire the right to use the roads and tracks of such proprietarycompanies, or of said associate companies, so as to afford connectingfacilities between the tracks of such union company and any beltrailroad contemplated by this chapter.
(Formerly: Acts 1885, c.20, s.19.) As amended by P.L.62-1984,SEC.55.