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.