Indiana § 8-4-2-1 - Special meeting of shareholders

§ 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 (before its repeal);

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; P.L.7-2015, SEC.21.