IC 8-4-2
Chapter 2. Amending Articles of Incorporation in Railroad
Companies
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 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;
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.
IC 8-4-2-2 Special annual meeting of shareholders; publication or delivery of
notice
Sec. 2. The special or annual meeting of the stockholders at which
the question of the approval of such amendment is to be submitted
shall be called by delivering personally, or depositing in the
post-office stamped and addressed to each stockholder at such
address as appears upon the records of the company, at least ten (10)
days before the time fixed for such meeting, a notice, stating the
time, 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 or
by proxy, each stockholder being entitled to one (1) vote for each
share of stock held by him, and votes representing at least a majority
(or such greater proportion as the articles of association or
consolidation may require) of all the outstanding stock of each class
shall 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 of
amendment; 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 it
shall appear that votes representing a majority (or such greater
proportion as said articles may require) of all the outstanding stock
of 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 as
altered by the stockholders' meeting, a certificate setting forth such
amendments as adopted and the approval thereof, verified by the
affidavit of the president or vice-president and under the corporate
seal of said company shall be filed in the office of the secretary of
state, and thereupon the amendment or amendments so approved at
such meeting of the stockholders shall be, and are hereby declared,
accomplished, and the articles of association or consolidation of said
company shall be deemed to be amended in accordance with said
vote 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 proposed
amendment
Sec. 5. (a) If any shareholder of any such corporation who did not
vote in favor of such amendment at the meeting at which the
amendment was adopted by the shareholders of such corporation,
shall, at any time within thirty (30) days after such adoption of the
amendment by such shareholders, object thereto in writing and
demand payment of the value of his shares, the corporation shall, in
the event that the amendment shall be made effective, and in the
event that the amendment is of such a nature that its adoption without
his consent and without giving him a remedy would
unconstitutionally deprive him of rights, pay to such shareholder,
upon surrender of his certificates therefor, the value of such shares
on March 9, 1939, which shall be the date the certificate required in
section 4 of this chapter, shall be filed in the office of the secretary
of state. If before April 9, 1939, the value of such shares is agreed
upon between the shareholder and the corporation, as the case may
be, payment therefor shall be made before June 8, 1939. If, before
April 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 the
principal office of the corporation is located, to appraise the value of
such shares; and payment of the appraised value thereof shall be
made within sixty (60) days after the entry of the judgment or order
finding such appraised value. The practice, procedure, and judgment
in the circuit or superior court upon such petition shall be the same,
so far as practicable, as that under the eminent domain statutes in this
state.
(b) Upon March 9, 1939, any shareholder who has made such
objection and demand shall cease to be a shareholder and shall have
no rights with respect to such shares except the right to receive
payment therefor. Every shareholder who did not vote in favor of
such amendment and who does not object in writing and demand
payment of the value of his shares at the time and in the manner
aforesaid, shall be conclusively presumed to have assented to such
amendment, if he does not within six (6) months thereafter, in a court
of competent jurisdiction, question such action.
(c) After April 8, 1939, the board of directors of the railroad
company may, in its discretion, resubmit the amendment, or any
other 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 certificate
provided in section 4 of this chapter, and shall file such certificate
only upon receiving again the affirmative vote required in section 4
of this chapter. (Formerly: Acts 1933, c.101, s.4a; Acts 1939, c.65, s.4.) As amended
by 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 association
or consolidation to have shares of capital stock without par value,
may from time to time, issue and sell or otherwise dispose of any
such shares for such consideration as may be provided for in said
articles, or as may be fixed by the board of directors, pursuant to
authority conferred by said articles. When the consideration for
which any such shares was authorized to be issued shall have been
received by the company, such share shall be deemed to be fully paid
and nonassessable. (Formerly: Acts 1933, c.101, s.5.)
IC 8-4-2
Chapter 2. Amending Articles of Incorporation in Railroad
Companies
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 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;
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.
IC 8-4-2-2 Special annual meeting of shareholders; publication or delivery of
notice
Sec. 2. The special or annual meeting of the stockholders at which
the question of the approval of such amendment is to be submitted
shall be called by delivering personally, or depositing in the
post-office stamped and addressed to each stockholder at such
address as appears upon the records of the company, at least ten (10)
days before the time fixed for such meeting, a notice, stating the
time, 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 or
by proxy, each stockholder being entitled to one (1) vote for each
share of stock held by him, and votes representing at least a majority
(or such greater proportion as the articles of association or
consolidation may require) of all the outstanding stock of each class
shall 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 of
amendment; 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 it
shall appear that votes representing a majority (or such greater
proportion as said articles may require) of all the outstanding stock
of 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 as
altered by the stockholders' meeting, a certificate setting forth such
amendments as adopted and the approval thereof, verified by the
affidavit of the president or vice-president and under the corporate
seal of said company shall be filed in the office of the secretary of
state, and thereupon the amendment or amendments so approved at
such meeting of the stockholders shall be, and are hereby declared,
accomplished, and the articles of association or consolidation of said
company shall be deemed to be amended in accordance with said
vote 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 proposed
amendment
Sec. 5. (a) If any shareholder of any such corporation who did not
vote in favor of such amendment at the meeting at which the
amendment was adopted by the shareholders of such corporation,
shall, at any time within thirty (30) days after such adoption of the
amendment by such shareholders, object thereto in writing and
demand payment of the value of his shares, the corporation shall, in
the event that the amendment shall be made effective, and in the
event that the amendment is of such a nature that its adoption without
his consent and without giving him a remedy would
unconstitutionally deprive him of rights, pay to such shareholder,
upon surrender of his certificates therefor, the value of such shares
on March 9, 1939, which shall be the date the certificate required in
section 4 of this chapter, shall be filed in the office of the secretary
of state. If before April 9, 1939, the value of such shares is agreed
upon between the shareholder and the corporation, as the case may
be, payment therefor shall be made before June 8, 1939. If, before
April 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 the
principal office of the corporation is located, to appraise the value of
such shares; and payment of the appraised value thereof shall be
made within sixty (60) days after the entry of the judgment or order
finding such appraised value. The practice, procedure, and judgment
in the circuit or superior court upon such petition shall be the same,
so far as practicable, as that under the eminent domain statutes in this
state.
(b) Upon March 9, 1939, any shareholder who has made such
objection and demand shall cease to be a shareholder and shall have
no rights with respect to such shares except the right to receive
payment therefor. Every shareholder who did not vote in favor of
such amendment and who does not object in writing and demand
payment of the value of his shares at the time and in the manner
aforesaid, shall be conclusively presumed to have assented to such
amendment, if he does not within six (6) months thereafter, in a court
of competent jurisdiction, question such action.
(c) After April 8, 1939, the board of directors of the railroad
company may, in its discretion, resubmit the amendment, or any
other 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 certificate
provided in section 4 of this chapter, and shall file such certificate
only upon receiving again the affirmative vote required in section 4
of this chapter. (Formerly: Acts 1933, c.101, s.4a; Acts 1939, c.65, s.4.) As amended
by 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 association
or consolidation to have shares of capital stock without par value,
may from time to time, issue and sell or otherwise dispose of any
such shares for such consideration as may be provided for in said
articles, or as may be fixed by the board of directors, pursuant to
authority conferred by said articles. When the consideration for
which any such shares was authorized to be issued shall have been
received by the company, such share shall be deemed to be fully paid
and nonassessable. (Formerly: Acts 1933, c.101, s.5.)
IC 8-4-2
Chapter 2. Amending Articles of Incorporation in Railroad
Companies
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 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;
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.
IC 8-4-2-2 Special annual meeting of shareholders; publication or delivery of
notice
Sec. 2. The special or annual meeting of the stockholders at which
the question of the approval of such amendment is to be submitted
shall be called by delivering personally, or depositing in the
post-office stamped and addressed to each stockholder at such
address as appears upon the records of the company, at least ten (10)
days before the time fixed for such meeting, a notice, stating the
time, 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 or
by proxy, each stockholder being entitled to one (1) vote for each
share of stock held by him, and votes representing at least a majority
(or such greater proportion as the articles of association or
consolidation may require) of all the outstanding stock of each class
shall 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 of
amendment; 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 it
shall appear that votes representing a majority (or such greater
proportion as said articles may require) of all the outstanding stock
of 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 as
altered by the stockholders' meeting, a certificate setting forth such
amendments as adopted and the approval thereof, verified by the
affidavit of the president or vice-president and under the corporate
seal of said company shall be filed in the office of the secretary of
state, and thereupon the amendment or amendments so approved at
such meeting of the stockholders shall be, and are hereby declared,
accomplished, and the articles of association or consolidation of said
company shall be deemed to be amended in accordance with said
vote 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 proposed
amendment
Sec. 5. (a) If any shareholder of any such corporation who did not
vote in favor of such amendment at the meeting at which the
amendment was adopted by the shareholders of such corporation,
shall, at any time within thirty (30) days after such adoption of the
amendment by such shareholders, object thereto in writing and
demand payment of the value of his shares, the corporation shall, in
the event that the amendment shall be made effective, and in the
event that the amendment is of such a nature that its adoption without
his consent and without giving him a remedy would
unconstitutionally deprive him of rights, pay to such shareholder,
upon surrender of his certificates therefor, the value of such shares
on March 9, 1939, which shall be the date the certificate required in
section 4 of this chapter, shall be filed in the office of the secretary
of state. If before April 9, 1939, the value of such shares is agreed
upon between the shareholder and the corporation, as the case may
be, payment therefor shall be made before June 8, 1939. If, before
April 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 the
principal office of the corporation is located, to appraise the value of
such shares; and payment of the appraised value thereof shall be
made within sixty (60) days after the entry of the judgment or order
finding such appraised value. The practice, procedure, and judgment
in the circuit or superior court upon such petition shall be the same,
so far as practicable, as that under the eminent domain statutes in this
state.
(b) Upon March 9, 1939, any shareholder who has made such
objection and demand shall cease to be a shareholder and shall have
no rights with respect to such shares except the right to receive
payment therefor. Every shareholder who did not vote in favor of
such amendment and who does not object in writing and demand
payment of the value of his shares at the time and in the manner
aforesaid, shall be conclusively presumed to have assented to such
amendment, if he does not within six (6) months thereafter, in a court
of competent jurisdiction, question such action.
(c) After April 8, 1939, the board of directors of the railroad
company may, in its discretion, resubmit the amendment, or any
other 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 certificate
provided in section 4 of this chapter, and shall file such certificate
only upon receiving again the affirmative vote required in section 4
of this chapter. (Formerly: Acts 1933, c.101, s.4a; Acts 1939, c.65, s.4.) As amended
by 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 association
or consolidation to have shares of capital stock without par value,
may from time to time, issue and sell or otherwise dispose of any
such shares for such consideration as may be provided for in said
articles, or as may be fixed by the board of directors, pursuant to
authority conferred by said articles. When the consideration for
which any such shares was authorized to be issued shall have been
received by the company, such share shall be deemed to be fully paid
and nonassessable. (Formerly: Acts 1933, c.101, s.5.)
