62-108. CONSOLIDATION, SALES AND LEASES. Any such railroad corporation may consolidate its stock, franchises and property with any other railroad corporation, whether within or without the state, when such other railroad corporation does not own any competing line of railroad, upon such terms as may be agreed upon, and become one (1) corporation, by any name selected, which, within this state, shall possess all of the powers, franchises, and immunities, including the right of further consolidation with other corporations under this section, and be subject to all the liabilities and restrictions such as such corporations peculiarly possess, or were subject to at the time of consolidation by the laws then in force applicable to them or either of them. Articles stating the terms of consolidation shall be approved by each corporation by a vote of the stockholders owning a majority of the stock, in person or by proxy, at the regular annual meeting thereof, or a special meeting called for that purpose in the manner provided by the by-laws of the respective consolidating corporations, or by the consent, in writing, of such stockholders annexed to such articles; and a copy thereof, with a copy of the records of such approval or such consent, and accompanied by lists of their stockholders and the numbers of shares held by each, duly certified by the respective presidents and secretaries, with the respective corporate seals of such corporations affixed, shall be filed for record in the office of the secretary of state before any such consolidation shall have any validity or effect.
Any railroad corporation whose line is wholly or in part within this state, whether chartered by or organized under the laws of this state, or of any other state or territory, or of the United States, may lease or purchase and operate the whole or any part of the railroad of any other railroad corporation, together with the franchises, powers, immunities and all other property or appurtenances appertaining thereto; (or any railroad company may sell or lease the whole or any part of its railroads or branches within or without this state, constructed, or to be constructed, together with all property and rights, privileges and franchises pertaining hereto, to any railroad company organized or existing pursuant to the laws of the United States or of this state, or of any other state or territory of the United States); and all such purchases or leases heretofore made or entered into are for all intents and purposes hereby ratified and confirmed: provided, that in no case shall the capital stock of the company formed by such consolidation exceed the sum of the capital stock of the companies so consolidated, at the par value thereof, nor shall any bonds or other evidences of debt be issued as a consideration for or in connection with such consolidation.
History:
[(62-108) 1890-1891, p. 124, sec. 2; reen. 1899, p. 81, sec. 2; am. 1901, p. 214, sec. 1; reen. R.C. & C.L., sec. 2800; C.S., sec. 4800; I.C.A., sec. 60-108.]