Current Status Introducing Body:Senate Bill Number:1313 Ratification Number:551 Act Number:479 Primary Sponsor:Land Type of Legislation:GB Subject:Railroad companies, merger and consolidation Date Bill Passed both Bodies:19940527 Computer Document Number:GJK/20682SD.94 Governor's Action:S Date of Governor's Action:19940714 Introduced Date:19940330 Last History Body:------ Last History Date:19940714 Last History Type:Act No. 479 Scope of Legislation:Statewide All Sponsors:Land Type of Legislation:General Bill
Bill Body Date Action Description CMN Leg Involved
---- ------ ------------ ------------------------------ --- ------------
1313 ------ 19940714 Act No. 479
1313 ------ 19940714 Signed by Governor
1313 ------ 19940602 Ratified R 551
1313 House 19940527 Read third time, enrolled for
ratification
1313 House 19940526 Read second time, unanimous
consent for third reading on
next Legislative day
1313 House 19940504Committee Report: Favorable 26
1313 House 19940428 Introduced, read first time, 26
referred to Committee
1313 Senate 19940427 Read third time, sent to House
1313 Senate 19940426 Read second time
1313 Senate 19940421 Committee Report: Favorable 15
1313 Senate 19940330 Introduced, read first time, 15
referred to Committee
View additional legislative information at the LPITS web site.
(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.