CHAPTER 14. REORGANIZATION OF RAILROADS AFTER SALE
IC 8-4-14
Chapter 14. Reorganization of Railroads After Sale
IC 8-4-14-1
Authority for reorganization
Sec. 1. (a) In case of the sale of any railroad and its property,
under or by the authority of any competent court or courts (part of
which railroad may be situate within the state of Indiana and part
situate in an adjoining state, and embraced in the mortgage or
mortgages or deed or deeds of trust), it may be sold at one (1) time
and place, as an entirety, at such point on the line of said railroad,
either within or without the state, and upon such notice, as the court
or courts ordering such sale may direct.
(b) In case of the reorganization of any railroad and its property
under or by the authority of any competent court or courts of the
United States in a proceeding for the reorganization of a railroad
pursuant to Regional Rail Reorganization Act (11 U.S.C. 101(33),
1163, and 1166 et seq.), the corporation to which all or any part of
said railroad and its property may be transferred by or pursuant to an
appropriate order or decree of said court or courts may be a
corporation organized under this chapter and having all of the
powers, rights, privileges, immunities, and franchises provided in
this chapter.
(c) This chapter is hereby declared to apply to and embrace any
and all sales or purchases of railroads, their franchises, rights, and
privileges, under judicial degrees, or judgments of any of the courts
of the state of Indiana, or of the United States, at any time, whether
said sale under such decrees or judgments, may have occurred before
or after March 6, 1945.
(Formerly: Acts 1945, c.202, s.1.) As amended by P.L.62-1984,
SEC.66.
IC 8-4-14-2
Certificate of reorganization
Sec. 2. In case of the sale of any railroad and its property (situated
wholly or partly within this state, or situated partly in this state and
partly in an adjoining state) by virtue of any mortgage or mortgages
or deed or deeds of trust, either by foreclosure or other judicial
proceedings, or pursuant to any power contained in such mortgage or
mortgages or deed or deeds of trust, or by the joint exercise of said
powers and authorities, the purchaser or purchasers thereof, their
survivor or survivors, or he or his or they or their associates or
assigns, may form a corporation by filing in the office of the
secretary of state a certificate specifying the name and style of the
corporation, the number of directors, the names of the first directors
and the period of their service (not exceeding one (1) year), the
amount of original capital, and the number of shares into which said
capital is to be divided; and in case of the reorganization of any
railroad and its property (situated wholly or partly within this state
and whether owned prior to the reorganization proceedings by a
corporation of this state or by a corporation of another state) in a
proceeding under section 77 of the Act of July 1, 1898, entitled "An
act to establish a uniform system of bankruptcy throughout the
United States," as amended, any three (3) or more persons, being
either directors or officers of the railroad, may form a corporation by
filing in the office of the secretary of state a certificate specifying the
name and style of the corporation, the number of directors, the names
of the first directors and the period of their service (not exceeding
one (1) year), the amount of original capital, and the number of
shares into which said capital is to be divided; and the persons
signing said certificate, and their successors, shall be a body
corporate and politic, by the name in said certificate specified, with
power to sue and be sued, contract and be contracted with, and
maintain and operate the railroad in said certificate named, and
transact all business connected with same; and a copy of such
certificate, attested by the signature of the secretary of state or his
deputy, shall, in all courts and places, be evidence of the due
organization and existence of the said corporation and of the matters
in said certificate stated.
(Formerly: Acts 1945, c.202, s.2.)
IC 8-4-14-3
Powers, rights, privileges, immunities, and franchises
Sec. 3. Such corporation shall possess all the powers, rights,
privileges, immunities, and franchises in respect to said railroad, or
the part thereof purchased or received pursuant to reorganization as
aforesaid, and of all the real and personal property appertaining to
the same, which were possessed or enjoyed by the corporation that
owned or held the said railroad previous to such sale or
reorganization proceeding by virtue of its charter and amendments
thereto and other laws of this state or any state in which any part of
said railroad is situate not inconsistent with the laws of this state.
And it shall have power, at any time after the formation of the
corporation as aforesaid, to assume any debts and liabilities of the
former corporation or of the trustee in the reorganization proceeding,
and to make such adjustment and settlement with any stockholder or
stockholders or creditor or creditors of such former corporation as
may be deemed expedient, and, for such purpose, to use such
portions of the bonds and stock of said corporation as may be
deemed advisable and in such manner as said corporation may deem
proper; provided, that all subscribers to the original stock of said
railroad company, their heirs, executors, and administrators shall (by
the acceptance or adoption of this chapter by any purchaser or
purchasers of any such railroad, as above provided) be released and
discharged from all their unpaid subscriptions which shall not have
been previously settled or arranged by agreement or compromise;
and, provided, further, that such corporation, when so formed and
organized, shall, in suing and being sued, and in operating such
railroad, be subject to the general laws of this state not inconsistent
with the original charter of said road and the amendments thereto.
(Formerly: Acts 1945, c.202, s.3.) As amended by P.L.62-1984,
SEC.67.
IC 8-4-14-4
Bonds, mortgages, or trust deeds as security
Sec. 4. (a) Said corporation shall have power to make and issue
bonds, bearing any rate of interest, whether fixed or contingent,
cumulative or noncumulative, payable at such times and places, and
in such amount or amounts, and with such provisions with respect to
redemption, sinking fund, maturity, issuance of said bonds in series,
and conversion of said bonds into stock of said corporation at any
time up to the maturity of said bonds, as it may deem expedient, and
to sell and dispose of said bonds at such prices and in such manner
as it may deem proper, to secure the payment of any bonds which it
may make, issue or assume to pay by mortgage or mortgages or deed
or deeds of trust of its railroad, or any part thereof, and of its real and
personal property and franchises, and to act as a corporation.
(b) All property of said corporation included in such mortgage or
mortgages or deed or deeds of trust, whether then held or thereafter
acquired, shall be subject to the operation and lien of such mortgage
or mortgages or deed or deeds of trust, and in case of sale under the
same, it shall pass to and become vested in the purchaser or
purchasers thereof so as to enable them to form a corporation in the
manner herein prescribed, and to vest in such corporation all the
faculties, powers, authorities, immunities, and franchises conferred
by this chapter.
(Formerly: Acts 1945, c.202, s.4.) As amended by Acts 1981, P.L.11,
SEC.48.
IC 8-4-14-5
Sinking fund; stock issuance
Sec. 5. Said corporation shall have power to establish a sinking
fund for the payment of its liabilities, and to issue capital stock to
such aggregate amount as may be deemed necessary, not exceeding
the amount named in the certificate of organization, the shares of
which stock may, if so provided in a plan of reorganization approved
or confirmed by a court of competent jurisdiction, be held, for a
period not exceeding fifteen (15) years, by trustees possessing such
voting and other rights pertaining to said shares as may be provided
in such reorganization plan and in the trust document executed
pursuant thereto; may make preferred or other special stock; make
and establish preference in respect to dividends and assets in favor
of one (1) or more classes of stock over and above other classes, and
secure the same in such order and manner and to such extent as said
corporation may deem expedient; may determine whether all or part
of the shares of its capital stock shall have a par value, and, if so, the
number and par value of such shares, and whether all or a part of said
shares shall be without par value, and, if so, the number of such
shares; may provide that each class of stockholders shall elect a
specified number of members of each board of directors; may
provide that stockholders shall have the privilege of cumulative
voting in all elections of directors; may provide for the issuance of
nondividend bearing and nonvoting script for fractional shares of
stock; and may confer upon the holders of any of the bonds which it
may issue or assume to pay the right to vote at all meetings of
stockholders (not exceeding one (1) vote for each one hundred
dollars ($100) of the par amount of said bonds), if deemed expedient;
which right to vote, when once fixed, shall attach to and pass with
said bonds, under such regulations as said corporation may prescribe,
but shall not subject the holder to any assessment made by said
company or to any liability for its debts, or entitle any holder thereof
to dividends, or, in the alternative, may confer upon the holders of
the bonds which it may issue or assume to pay, subject to such
limitation, terms and conditions as said corporation may deem
expedient to impose, the right to require that any number of the
members of each board of directors (being not more than twenty-five
(25) per cent of said members) shall at the time of their selection be
persons satisfactory to the holders of said bonds provided that said
corporation, subject to such limitations, terms and conditions as it
may deem expedient to impose, may confer upon the holders of any
issue of its bonds the right, whenever there shall be any unpaid
accumulations of contingent interest thereon, to require that any
number of the members of each board of directors shall at the time
of their election be persons designated or nominated by the holders
of the bonds of such issue, but in no case shall the number of
directors so selected by bondholders exceed sixty per cent (60%) of
the total number of members of the board of directors, and such right
shall not subject the holder to any assessment made by said company
or to any liability for its debts. The said corporation shall have
capacity to hold, enjoy and exercise, within other states, the aforesaid
faculties, powers, rights, franchises and immunities, and such others
as may be conferred upon it by any law of this state or of any other
state in which any portion of its railroad may be situate, or in which
it may transact any part of its business; and may hold meetings of
stockholders and of its board of directors, and do all corporate acts
and things without this state as validly, and to the same extent, as it
may do the same within the state, on the line of such road; and may
make by-laws, rules and regulations, in relation to its business and
the number of its directors, and the times and places of holding
meetings of stockholders and directors; and may alter and change the
same as may be deemed expedient.
(Formerly: Acts 1945, c.202, s.5.)
IC 8-4-14-6
Vesting of railroad in foreign railroad corporation
Sec. 6. In case a portion of any railroad situated within this state
(a part of which is situated in another state) shall become vested in
a corporation of another state, the said corporation may exercise and
enjoy within this state, and also in such other state, for the purposes
of such railroad and its business, all the rights, powers, faculties,
franchises, and privileges in this chapter contained; and its mortgages
and trust deeds shall operate and be binding as therein specified, and
all sales under the same shall be valid and effectual. Where the
railroad of a railroad corporation organized under the laws of this
state has or shall become vested in a railroad corporation of another
state, pursuant to an order or decree of any court or courts of the
United States, in a proceeding for the reorganization of such railroad
corporation of another state, pursuant to Regional Rail
Reorganization Act (11 U.S.C. 101(33), 1163 and 1166 et seq.), such
reorganized railroad corporation may exercise and enjoy within this
state for the purpose of such reorganized railroad and its business, all
rights, powers, privileges, franchises, and immunities that were
possessed and enjoyed by said railroad corporation organized under
the laws of this state; and such reorganized railroad corporation,
when necessary or proper, may exercise the power of eminent
domain in acquiring additional lands or property necessary or
convenient for betterments, maintenance, extension, or operation of
such railroad, and for the construction, use, and maintenance of
spurs, switches, sidetracks, depots, stations, terminals, and other
facilities to be used in connection with such railroad, in the manner
and to the extent and subject to the limitations applying to Indiana
railroad corporations.
(Formerly: Acts 1945, c.202, s.6.) As amended by P.L.62-1984,
SEC.68.
IC 8-4-14-7
Powers and duties
Sec. 7. Any railroad company incorporated under the provisions
of this chapter, shall have the power and authority to acquire, by
purchase or contract, the road, road bed, real and personal property,
rights, and franchises, of any other railroad corporation or
corporations which may cross or intersect the line of such railroad
company, or any part of same, or the use and enjoyment thereof, in
whole or in part, and may also purchase or contract for the use and
enjoyment, in whole or in part, of any railroad or railroads, lying
within adjoining states, may assume such of the debts and liabilities
of such corporations as may be deemed proper; and upon purchasing
any such railroad or railroads, all the real and personal property of
such corporations, so purchased, and also the rights, powers, and
franchises of the same, shall become vested in the railroad company
so purchasing the same, together with all the rights, powers,
privileges, and franchises conferred by the charter of the roads so
purchased and all amendments thereto and the provisions of this
chapter, and the company so purchasing or acquiring the title to, or
use of such railroad or railroads shall have power to complete,
maintain, and operate the same. Any railroad company incorporated
under the provisions of this chapter shall also have power to
consolidate with other railroad corporations in the continuous line,
either within or without this state, upon such terms as may be agreed
upon by the corporations owning the same; and also shall have the
power and authority to construct, equip, maintain, and operate branch
railroads leading from the main line or from the termini of such
railroad, from and to such points, with this state or any adjoining
state, as may be deemed expedient, and in constructing the same
shall have the right to enter in, and upon all lands, to survey routes,
receive donations of lands or moneys, purchase, and condemn lands
required for the use of the road, lay single or double tracks, to cross
all watercourses and public highways, not unnecessarily obstructing
the same, and in condemning lands for the use of such roads shall
have all of the rights and powers conferred upon such corporations
by their charters, and amendments and the general laws of this state,
and all railroads purchased, and branch roads constructed as
aforesaid, shall be vested in and become a part of the property of the
corporation so purchasing or constructing the same, as aforesaid, and
shall be in all things governed by the laws, rules, and regulations
governing the corporation, purchasing or constructing the same as
aforesaid, and be operated as part of its line of road upon purchasing
or constructing any railroad as provided in this chapter, the
corporation purchasing or constructing the same, shall have power
and authority to issue new stock to such extent as may be considered
advisable, and the same to dispose of, as provided in this chapter, and
to issue and sell bonds to such extent as may be deemed expedient,
and to secure the same by mortgages and deeds of trust upon all the
real and personal property, rights, powers, and franchises of any
railroad so purchased, constructed, or in course of construction as
provided in this chapter; provided, that the provisions of this chapter
shall not be so construed as to authorize any railroad company
organizing under the same to consolidate with or acquire by contract
or purchase the road, road bed, real and personal property, rights, and
franchises of any railroad already built, equipped, and operated
within the state of Indiana and which may cross or intersect the line
of the road of any company organized under this chapter, but the
powers of consolidation and purchase are hereby limited and
restricted to such roads within the state of Indiana as may cross and
intersect the same and which have not been equipped and operated
in whole or in part.
(Formerly: Acts 1945, c.202, s.7.) As amended by P.L.62-1984,
SEC.69.
IC 8-4-14-8
Savings provisions
Sec. 8. No rights, privileges, or immunities vested or accrued by
or under Acts 1865, c.20, as amended, which was repealed by Acts
1945, c.202, s.8, shall be impaired or eliminated by reason of such
repeal, nor shall such repeal affect any suits pending, rights of action
conferred, or duties, restrictions, liabilities, or penalties imposed or
required by or under Acts 1865, c.20, as amended, upon or of any
corporation created or subject to Acts 1865, c.20, as amended, before
March 6, 1945, it being understood that with respect to any
corporation formed before March 6, 1945, the rights, powers, or
duties given or imposed by Acts 1865, c.20, as amended, which was
repealed by Acts 1945, c.202, s.8, may be exercised or enforced after
March 6, 1945, as though such repeal had not been enacted, whether
or not such right, power, or duty has before March 6, 1945, been
exercised or imposed upon such corporation.
(Formerly: Acts 1945, c.202, s.9.) As amended by P.L.62-1984,
SEC.70.