65-8-109 - Organization of new company by purchasers.
65-8-109. Organization of new company by purchasers.
(a) The purchasers at the sale mentioned in §§ 65-8-107 and 65-8-108 may, after being put in possession of the property, meet, adopt a name for the corporation to operate the railroad, and elect a board of directors, of their numbers, of not less than three (3), at least one (1) of whom shall reside in this state.
(b) At such meeting, every person interested in the purchase shall be entitled to one (1) vote for every one hundred dollars ($100) of such interest, unless the number of votes to which each party shall be entitled, and the mode of representing the interest of the purchasers, shall have been previously agreed upon among the parties interested in the purchase.
(c) The board of directors shall proceed to elect a president and such other officers as may be expedient for the proper management of the property, fix their compensation and duties, and adopt bylaws for the government of the company, not inconsistent with the laws of this state; and shall fix the amount of the capital stock of the company, and the amount of stock or bonds, or both, which shall represent the interest of the purchasers, dividing such stock into shares of one hundred dollars ($100) each.
(d) The board of directors shall make a certificate showing the name of the corporation, the amount of its capital stock, the shares into which the same is divided, the number and residence of the board of directors, where the road lies, and the name or names by which it had theretofore been chartered and known, and shall cause the same to be signed by the president and the members of such board, and to be filed with the secretary of state; and thereupon the purchasers shall be a body corporate, under the name so adopted, with all the rights, powers, privileges, immunities, and franchises possessed under the laws of this state by the company or companies whose road and franchises were sold as aforementioned under the acts of incorporation thereof, or any amendments thereto, and any subsequent act or acts of this state; and with all the rights, powers, privileges, and franchises possessed by the corporation formed and organized for the building of railroads under this Code.
(e) The board of directors shall issue, to the parties interested in the purchase of the railroads, shares of the capital stock thereof of one hundred dollars ($100) each, to such amount as the board of directors shall determine, in proportion to such interested parties' rights and interests in the property, which shares shall be fully paid, and not liable to calls; and also such bonds and obligations as the board of directors may determine.
[Acts 1877, ch. 12, § 3; Shan., §§ 1515-1519; Code 1932, §§ 2590-2594; T.C.A. (orig. ed.), §§ 65-810 65-814.]