CHAPTER 13. VOLUNTARY DISSOLUTION OF RAILROAD COMPANIES
IC 8-4-13
Chapter 13. Voluntary Dissolution of Railroad Companies
IC 8-4-13-1
Authority for dissolution
Sec. 1. Any corporation organized before or after May 22, 1933,
under Indiana statutes for the purpose of construction, owning,
maintaining, and/or operating a railroad, other than a street railroad
or an interurban railroad, may voluntarily dissolve under and
pursuant to the provisions of this chapter.
(Formerly: Acts 1933, c.107, s.1.) As amended by P.L.62-1984,
SEC.65.
IC 8-4-13-2
Consent of shareholders; certificate of dissolution
Sec. 2. If the holders of record of all the outstanding shares of the
capital stock of a corporation organized under the laws of this state
for the purpose of constructing, owning, maintaining and/or
operating a railroad other than a street railroad or an interurban
railroad, consent, or have heretofore consented, in writing to its
dissolution or if at a special meeting of which notice has been given
to, or waived by, all the shareholders of every class, whether or not
entitled to vote, a resolution is adopted, or has heretofore been
adopted, by the votes cast in person or proxy by the holders of record
of shares entitling them to exercise two-thirds (2/3) of the voting
power, or such other proportion as the articles of incorporation or
by-laws may require, declaring that it is desirable to wind-up and
dissolve such corporation, the president or a vice-president and the
secretary or an assistant secretary shall file in the office of the
secretary of state a certificate verified by their oath, stating:
1. The name of the corporation.
2. The place where its principal office is located.
3. The names and post-office addresses of its directors and
officers, and, if any post-office address be in a city, the street and
number or any other particular description thereof, if known.
4. That it elects to wind-up and dissolve.
5. That (if) they have been authorized to execute and file such
certificate by a resolution adopted as above provided or that they
have been so authorized by the written consent of the holders of
record of all the outstanding shares of the corporation.
(Formerly: Acts 1933, c.107, s.2.)
IC 8-4-13-3
Filing certificate; entry by secretary of state
Sec. 3. Upon the filing of any such certificate together with an
affidavit of one (1) of the principal officers of said corporation
containing a statement that said corporation has lawfully disposed of
all of its property and that all debts, obligations and liabilities of the
corporation have been paid, or discharged, or that adequate provision
has been made therefor, including all taxes accrued up to the date of
such filing, the corporation shall be dissolved, and the secretary of
state shall make an appropriate entry or record accordingly.
(Formerly: Acts 1933, c.107, s.3; Acts 1945, c.121, s.1.)
IC 8-4-13-4
Notice; publication
Sec. 4. The directors of such dissolved corporation shall forthwith
cause a notice of such dissolution to be published once a week on the
same day of each week for two (2) successive weeks in a newspaper
published in and of general circulation in the county in which the
principal office of the corporation is located.
(Formerly: Acts 1933, c.107, s.4.)