77-9-109 - Capital stock of railroad corporation.
§ 77-9-109. Capital stock of railroad corporation.
Any railroad corporation heretofore or hereafter organized under the laws of the State of Mississippi may issue one or more classes of capital stock with or without nominal or par value. Such classes of capital stock may be issued with such designations, preferences and restrictions, if any, as may be stated and expressed in the charter of incorporation or in any amendment thereto, including restrictions and qualifications upon the voting powers of any such stock not in conflict with Section 194 of the Constitution of 1890, or the provisions of this section.
Preferred capital stock with or without nominal or par value may be made subject to redemption in such manner, at such time or times, and at such price or prices; be given such preferences as to net assets upon dissolution or winding up of the corporation, whether voluntary or involuntary; be given the right to receive such cumulative or non-cumulative dividends payable quarterly, semiannually or annually, and payable as a whole or in part before any dividends shall be set apart or paid on the common stock; be authorized to be issued in more than one series of the same class, each series carrying the same or different rates of dividends; be given full, qualified or no voting power (except as required by Section 194 of the Constitution of 1890); be made convertible into shares of other classes of preferred or common stock with or without nominal or par value; and be made subject to such other restrictions, limitations and qualifications, if any, as shall be stated and prescribed or provided in the charter of incorporation, or in any amendment thereto.
Capital stock without nominal or par value, whether common or preferred, may be issued by the railroad corporation from time to time for such consideration as may be stated in the charter of incorporation or any amendment thereto, or as may thereafter from time to time be fixed by the board of directors (by whatever name called), pursuant to authority granted them in the charter of incorporation or any amendment thereto. If the power to fix said consideration be not granted in such charter or amendment, then said power shall be given, by the consent of the holders of two-thirds (2/3) of each class of stock then outstanding and entitled to vote, at a meeting called for that purpose in a manner to be prescribed, by the by-laws. All shares without nominal or par value so issued, for which the full consideration, so fixed, has been paid or delivered, shall be deemed full paid stock, and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further payment thereon.
In any case in which the law requires that the par value of shares of stock of a corporation be stated in any certificate or paper, it shall be stated, in respect to shares without nominal or par value, that such shares are without par value. Whenever the amount of stock, authorized or issued, is required to be stated, with respect to shares without nominal or par value, the number of shares authorized or issued shall be stated, and it shall also be stated that such shares are without par value.
Every certificate of preferred stock issued shall show upon its face all of the privileges, restrictions, limitations and qualifications affecting the same, and the total amount of authorized capital stock of the class to which it belongs. Every certificate of common stock issued shall show upon its face the total amount of authorized common capital stock. Every certificate of stock issued, whether common or preferred, shall show upon its face the par value per share thereof, if any, otherwise the fact that such shares are without nominal or par value, and shall bear the words: "incorporated in Mississippi."
No outstanding stock of any railroad corporation shall be retired if the corporation would be thereby rendered insolvent or its paid in capital be thereby reduced to less than the minimum amount required by its charter or amendments thereto, except upon dissolution.
In the event the board of directors of a railroad corporation, incorporated, chartered and organized prior to March 18, 1938, desire, they may, with the consent of the majority of the stockholders, exchange such stock as may be issued under the provisions of this section for stock previously issued, the par value of which was fixed at One Hundred ($100.00) per share by the projectors at the time of the organization of the railroad. In making such exchange the par value of the stock so issued shall be fixed at the actual value, at the time of the exchange, of the previously issued outstanding stock, and in no event shall any stock be issued of a fictitious value in exchange for any stock or for any other purpose.
Sources: Codes, 1892, § 3575; 1906, § 4076; Hemingway's 1917, § 6705; 1930, § 6069; 1942, § 7720; Laws, 1938, ch. 347.