Colorado § 40-22-102 - Conditions necessary for consolidation.

§ 40-22-102. Conditions necessary for consolidation.

(1) Said consolidation shall be made under the conditions, provisions, and restrictions and with the powers as follows:

(a) The directors of the several corporations proposing to consolidate may enter into a joint agreement, under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the principal place of business of the new company in each state or territory traversed by its line of railway, and such other provisions as may be required by law to be inserted in an original certificate of incorporation, the manner of converting the capital stock of each of said companies into that of the new corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of said companies and railroads.

(b) Said agreement shall be submitted to the stockholders of each of the companies or corporations, at a meeting thereof, called separately, for the purpose of taking the same into consideration; due notice of the time and place of holding such meeting, and the object thereof, shall be given by written or printed notices, addressed to each of the persons in whose names the capital stock of said companies stands on the books thereof, and delivered to such persons respectively or sent to them by mail when their post-office addresses are known to the company and also by a general notice published in some newspaper in the city, town, or county where such company has its principal office or place of business. At the said meeting of stockholders, the agreement of the said directors shall be considered and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and said ballots shall be cast in person or by proxy, and, if a majority of all the votes of all the stockholders are for the adoption of said agreement, that fact shall be certified thereon by the secretaries of the respective companies under the seals thereof. The agreement so adopted, or a certified copy thereof, shall be filed in the office of the secretary of state and shall be deemed the agreement and act of consolidation of the said companies. A copy of said agreement and act of consolidation, duly certified by the secretary of state under the seal thereof, shall be evidence of the existence of said new corporation; but, if the mode of ratifying said agreement of consolidation in such other state or territory varies from the mode prescribed in this section, such agreement may be ratified by the railroad company or corporation of such other state or territory in the mode prescribed by the laws thereof.

Source: L. 1883: p. 118, § 2. G.S. § 354. R.S. 08: § 5422. C.L. § 2828. CSA: C. 139, § 14. CRS 53: § 116-3-2. C.R.S. 1963: § 116-3-2.

Cross references: For publication of legal notices, see part 1 of article 70 of title 24.