§ 23-11-220 - Amendment of articles of incorporation.
23-11-220. Amendment of articles of incorporation.
(a) Amendments to the articles of incorporation of any railroad corporation incorporated under the law of this state shall be made only by the vote of a majority of the stockholders of the corporation.
(b) (1) No amendment shall be voted upon unless and until notice of an intention to present the amendment to a meeting of the stockholders shall have first been served upon all stockholders of the corporation by mailing the notice through the United States mail directed to the stockholders at the address of record on the stock records of the corporation at least thirty (30) days prior to the date set for the meeting.
(2) The notice shall contain full information as to the proposed amendment.
(3) Waiver of notice of the meeting by all of the stockholders of the corporation and filed with the secretary of the corporation shall be deemed to be compliance with the requirements of this section for notice of the proposed amendment to the stockholders.
(c) (1) No amendment of the articles of incorporation of a railroad corporation shall become effective unless and until the amendment has been first approved by the Arkansas Transportation Commission [abolished].
(2) The commission shall establish rules and regulations governing the procedure for conducting hearings and making such determinations as it shall deem advisable for the purpose of approving amendments to the articles of incorporation and charter of railroad corporations incorporated in this state.
(d) A fee of five dollars ($5.00) shall be paid to the Secretary of State for filing each amendment.
(e) After the adoption of the amendment and the approval of the amendment by the commission as provided by subsection (c) of this section, copies of the amendment, together with a certified copy of the order of the commission approving the amendment, shall be filed in the office of the Secretary of State and in the office of the county clerk in each county in which the original articles are required to be filed by other provisions of this subchapter.
(f) It shall not be necessary to secure the approval of the commission for a change of designation of resident agent of the corporation. Such a change may be made at any time by the board of directors by duly adopted resolution and the filing of copies of the change with the commission, the Secretary of State, and the county clerk in each county in which the articles of incorporation are required to be filed by the provisions of this subchapter.