South Carolina § 58-17-620 - Procedure for consolidation.

§ 58-17-620. Procedure for consolidation.

Any consolidation of railroad companies must be made under the conditions, provisions, and restrictions and with the powers in this article mentioned and contained, that is to say:

(1) 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 such companies and railroads and prescribing the terms and conditions of them, the mode of carrying it into effect, the name of the new corporation, the number and names of the directors and other officers of it who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the amount of par value of each share, the manner of converting the capital stock of each of the companies into that of the new corporation and how and when directors and officers must be chosen, with such other details as they shall consider necessary to perfect such new organization and the consolidation of such companies;

(2) Such agreement must be submitted to the stockholders of each of the companies at a meeting thereof, called separately, for the purpose of taking it into consideration; due notice of the time and place of holding such meeting and the object of it must be given by a general notice published in some newspaper in the city, town, or county in which the company has its principal office or place of business; at the meeting of stockholders the agreement of the directors must be considered and a vote, by ballot, taken for the adoption or rejection of it, each share entitling the holder of it to one vote; the ballots must be cast in person or by proxy; if a majority of all the votes of all the stockholders are for the adoption of the agreement that fact must be certified thereon by the secretary of the respective companies, under the seal of it; and the agreement so adopted, or a certified copy of it, must be filed in the office of the Secretary of State, and must from thence be deemed and taken to be the agreement and the act of consolidation of the companies and a copy of the agreement and act of consolidation, duly certified by the Secretary of State under the seal of it, must be evidence of the existence of such new corporation.

HISTORY: 1962 Code SECTION 58-922; 1952 Code SECTION 58-922; 1942 Code SECTION 8286; 1932 Code SECTION 8231; Civ. C. '22 SECTION 4795; Civ. C. '12 SECTION 3126; Civ. C. '02 SECTION 2051; G. S. 1426; R. S. 1616; 1881 (17) 795; 1994 Act No. 479, SECTION 3, eff July 14, 1994.