S*1313 Session 110 (1993-1994)
S*1313(Rat #0551, Act #0479) General Bill, By Land
Similar(H 5015)
A Bill to amend Section 58-17-310, Code of Laws of South Carolina, 1976,
relating to the requirement that a purchaser of a railroad shall reorganize
and commence operation within sixty days, so as to provide that a purchase for
purposes of this Section includes a foreclosure and to provide that the
provisions of this Section do not apply to acquisitions of railroads by merger
or consolidation, and to amend Sections 58-17-610 and 58-17-620, relating to
merger or consolidation of railroad companies, so as to provide that the
merger of railroad companies and the procedures therefor shall be governed by
the provisions of the South Carolina Business Corporation Act, and the
consolidation of railroad companies and the procedures therefor shall continue
to be governed by the provisions of the General Railroad Law.
03/30/94 Senate Introduced and read first time SJ-10
03/30/94 Senate Referred to Committee on Transportation SJ-10
04/21/94 Senate Committee report: Favorable Transportation SJ-30
04/26/94 Senate Read second time SJ-53
04/27/94 Senate Read third time and sent to House SJ-40
04/28/94 House Introduced and read first time HJ-302
04/28/94 House Referred to Committee on Labor, Commerce and
Industry HJ-302
05/04/94 House Committee report: Favorable Labor, Commerce and
Industry
05/26/94 House Read second time HJ-36
05/26/94 House Unanimous consent for third reading on next
legislative day HJ-36
05/27/94 House Read third time and enrolled HJ-3
06/02/94 Ratified R 551
07/14/94 Signed By Governor
07/14/94 Effective date 07/14/94
07/26/94 Copies available
(A479, R551, S1313)
AN ACT TO AMEND SECTION 58-17-310, CODE OF LAWS OF
SOUTH CAROLINA, 1976, RELATING TO THE REQUIREMENT
THAT A PURCHASER OF A RAILROAD SHALL REORGANIZE AND
COMMENCE OPERATION WITHIN SIXTY DAYS, SO AS TO
PROVIDE THAT A PURCHASE FOR PURPOSES OF THIS SECTION
INCLUDES A FORECLOSURE AND TO PROVIDE THAT THE
PROVISIONS OF THIS SECTION DO NOT APPLY TO
ACQUISITIONS OF RAILROADS BY MERGER OR
CONSOLIDATION; AND TO AMEND SECTIONS 58-17-610 AND
58-17-620, RELATING TO MERGER OR CONSOLIDATION OF
RAILROAD COMPANIES, SO AS TO PROVIDE THAT THE MERGER
OF RAILROAD COMPANIES AND THE PROCEDURES THEREFOR
SHALL BE GOVERNED BY THE PROVISIONS OF THE SOUTH
CAROLINA BUSINESS CORPORATION ACT, AND THE
CONSOLIDATION OF RAILROAD COMPANIES AND THE
PROCEDURES THEREFOR SHALL CONTINUE TO BE GOVERNED
BY THE PROVISIONS OF THE GENERAL RAILROAD LAW.
Be it enacted by the General Assembly of the State of South Carolina:
Railroad acquisitions; applicability of provisions
SECTION 1. Section 58-17-310 of the 1976 Code is amended to read:
"Section 58-17-310. Any person acquiring any railroad within
this State by purchase, foreclosure, or otherwise shall organize under the
provisions of this article and put into operation such road within sixty days
from the purchase or acquisition thereof.
The provisions of this section do not apply to acquisitions of railroads
by merger or consolidation."
Railroad consolidations and mergers; laws governing
SECTION 2. Section 58-17-610 of the 1976 Code is amended to read:
"Section 58-17-610. Any railroad company organized under the
laws of this State and operating a railroad, whether wholly within or partly
within and partly without this State, under the authority of this State, or of
this State and any adjoining state, may consolidate its capital stock,
franchises, and property with those of any other railroad company
organized and operated under the laws of this or any other state so as to
form a new consolidated corporation, or either of such companies may
merge or be merged into the other when two or more railroads of the
companies proposed to be consolidated or merged are continuous or are
connected either directly with each other or by means of any intervening
railroad. Railroads terminating on the banks of any river which are or may
be connected by ferry or otherwise shall be considered continuous within
the meaning of this article. Any consolidation of railroad companies shall
be carried out by each railroad company according to the provisions of this
article. Any merger of railroad companies shall be carried out by each
railroad company according to and with the effects stated in Title 33,
Chapter 11, and in such a merger, dissenting stockholders' rights shall be
determined in accordance with Title 33, Chapter 13."
Railroad consolidations; provisions governing
SECTION 3. Section 58-17-620 of the 1976 Code is amended to read:
"Section 58-17-620. Any consolidation of railroad companies
must be made under the conditions, provisions, and restrictions and with
the powers in this article mentioned and contained, that is to say:
(1) The directors of the several corporations proposing to consolidate
may enter into a joint agreement, under the corporate seal of each company,
for the consolidation of such companies and railroads and prescribing the
terms and conditions of them, the mode of carrying it into effect, the name
of the new corporation, the number and names of the directors and other
officers of it who shall be the first directors and officers and their places of
residence, the number of shares of the capital stock, the amount of par
value of each share, the manner of converting the capital stock of each of
the companies into that of the new corporation and how and when directors
and officers must be chosen, with such other details as they shall consider
necessary to perfect such new organization and the consolidation of such
companies;
(2) Such agreement must be submitted to the stockholders of each of the
companies at a meeting thereof, called separately, for the purpose of taking
it into consideration; due notice of the time and place of holding such
meeting and the object of it must be given by a general notice published in
some newspaper in the city, town, or county in which the company has its
principal office or place of business; at the meeting of stockholders the
agreement of the directors must be considered and a vote, by ballot, taken
for the adoption or rejection of it, each share entitling the holder of it to one
vote; the ballots must be cast in person or by proxy; if a majority of all the
votes of all the stockholders are for the adoption of the agreement that fact
must be certified thereon by the secretary of the respective companies,
under the seal of it; and the agreement so adopted, or a certified copy of it,
must be filed in the office of the Secretary of State, and must from thence
be deemed and taken to be the agreement and the act of consolidation of the
companies and a copy of the agreement and act of consolidation, duly
certified by the Secretary of State under the seal of it, must be evidence of
the existence of such new corporation."
Time effective
SECTION 4. This act takes effect upon approval by the Governor.
Approved the 14th day of July, 1994. |