Article 3. INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS  


Part 1. INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS
§ 46-8-40. Grant of corporate powers and privileges to railroad companies by Secretary of State; procedure in case of disqualification of Secretary of State
§ 46-8-41. Procedures regarding preparation of petition for incorporation; filing of petition and affidavit with Secretary of State; endorsement by Secretary of State; allowance for public inspection of petition and affidavit
§ 46-8-42. Certificate of incorporation; duration of corporate existence; fee for issuance of certificate
§ 46-8-43. Duties of Secretary of State prior to issuance of certificate of incorporation; certificate or duplicate thereof as evidence of existence of corporation and compliance with chapter
§ 46-8-44. Subscription to capital stock; par value of stock; subscription to all capital stock as prerequisite to beginning railroad construction
§ 46-8-45. Payment of subscriptions; procedure by directors in case of default by subscriber
§ 46-8-46. Procedures regarding organizational meeting; qualifications of directors; selection of officers and agents; annual election of directors; filling of vacancies on board
§ 46-8-47. Determination of directors' compensation; appointment of chairman and vice-presidents; time and place of board meetings; procedures regarding board meetings
§ 46-8-48. Creation of executive committee and other committees; powers of committees; designation of alternate members of committees; committee action by majority vote
§ 46-8-49. Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting
§ 46-8-50. Combination of offices of corporation; election of officers by shareholders; terms of office; powers and duties of officers; authority of chairman or president as to legal proceedings
§ 46-8-51. Indemnification of persons by railroad corporation; advance of expenses; insuring against liabilities; reports of payments to shareholders; provisions eliminating or limiting liability of director
§ 46-8-52. Exemption of property of stockholders from debts or liabilities of corporation
§ 46-8-53. Procedure for issuing bonds or increasing capital stock
§ 46-8-54. Adoption of title by railroad companies incorporated, or by persons owning or operating a railroad, prior to December 17, 1892
§ 46-8-55. Standard of care for directors and officers in discharge of duties; reliance upon financial information
Part 2. CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES
§ 46-8-70. Application by railroad company that company surrender its franchises and cease performing as a common carrier; hearing before commission; effect of outstanding debts on company
§ 46-8-71. Dissolution of railroad corporation generally
§ 46-8-72. Adoption of resolution for dissolution by board of directors; meeting of stockholders to consider resolution; filing of petition for dissolution with Secretary of State
§ 46-8-73. Contents of petition for dissolution; certification resolution recommending dissolution; attachment of resolution to petition; verification of petition; fee for filing petition
§ 46-8-74. Advertisement of petition for dissolution
§ 46-8-75. Transfer of copy of petition from Secretary of State to commission
§ 46-8-76. Investigation by commission of proposed dissolution; issuance of certificate approving or disapproving application for dissolution; transfer of certificate; filing of duplicate certificate; effect of disapproval
§ 46-8-77. Certification by judge of the probate court of the fact of advertisement of petition; filing of certificate with Secretary of State
§ 46-8-78. Order of Secretary of State accepting surrender of charter and franchises and dissolving corporation; recording of petition, certificate of approval, certificate of publication, and order by Secretary of State
§ 46-8-79. Effect of issuance of order of dissolution and payment of fees
§ 46-8-80. Contracts between railroad companies for merger, consolidation, lease, or purchase for purposes of connecting the roads of the companies
§ 46-8-81. Consolidation, merger, lease, or purchase of railroad companies whose roads form a continuous line; issuance of stocks and bonds by consolidated companies
§ 46-8-82. Forfeiture of powers, privileges, and certificate of incorporation for failure to construct and operate 15 miles of road within three years; extension of time for construction and operation of road

REFS & ANNOS

TITLE 46 Chapter 8 Article 3 NOTE

CROSS REFERENCES. --Secretary of State corporations generally, Ga. Const. 1983, Art. III, Sec. VI, Para V. and Ch. 4, T. 14. Business corporations generally, Ch. 2, T. 14.