H 5015 General Bill, By Harrison

Similar(S 1313)
 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.

   04/05/94  House  Introduced and read first time HJ-49
   04/05/94  House  Referred to Committee on Labor, Commerce and
                     Industry HJ-49

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.

Be it enacted by the General Assembly of the State of South Carolina:

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."

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 merge and 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 deemed 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."

SECTION 3. Section 58-17-620 of the 1976 Code is amended to read:

"Section 58-17-620. Any such consolidation of railroad companies shall 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 thereof 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 thereof 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 shall must be chosen, with such other details as they shall deem consider necessary to perfect such new organization and the consolidation of such companies;

(2) Such agreement shall 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 thereof shall of it must be given by a general notice published in some newspaper in the city, town, or county in which such the company has its principal office or place of business; at such the meeting of stockholders the agreement of the directors shall must be considered and a vote, by ballot, taken for the adoption or rejection of it, each share entitling the holder thereof of it to one vote; such the ballots shall must be cast in person or by proxy; if a majority of all the votes of all the stockholders shall be are for the adoption of the agreement that fact shall must be certified thereon by the secretary of the respective companies, under the seal thereof of it; and the agreement so adopted, or a certified copy thereof of it, shall must be filed in the office of the Secretary of State, and shall must from thence be deemed and taken to be the agreement and the act of consolidation of such the companies and a copy of such the agreement and act of consolidation, duly certified by the Secretary of State under the seal thereof of it, shall must be evidence of the existence of such new corporation."

SECTION 4. This act takes effect upon approval by the Governor.