§ 23-11-305 - Consolidation when lines connect at state boundary line.
23-11-305. Consolidation when lines connect at state boundary line.
(a) Any railroad companies organized under the laws of this state whose roads connect at the boundary line of this state are authorized to consolidate and form one (1) company owning and controlling the consolidated line of road, with all the powers, rights, privileges, immunities, and franchises, and subject to all the obligations and liabilities, to the state or otherwise, which belonged to or rested upon either of the companies making the consolidation.
(b) In order to accomplish the consolidation, the companies interested may enter into a contract fixing the terms and conditions thereof.
(c) (1) A certified copy of the articles of agreement with the corporate name assumed by the new company shall be filed with the Secretary of State, at which time the consolidation shall be considered duly consummated.
(2) A certified copy of the articles of agreement from the office of the Secretary of State shall be evidence of the consolidation.
(d) The boards of directors of the consolidating companies may then proceed to carry out the contract according to its provisions, calling in and cancelling all stock issued by the consolidating companies. The board of directors of the new company shall issue stock in the new company in lieu of the cancelled stock in accordance with the terms of consolidation.