reglab/housing_qa huggingface dataset:
GA Code § 46-8-50 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-50. Combination of Offices of Corporation; Election of Officers by Shareholders; Terms of Office; Powers and Duties of Officers; Authority of Chairman or President as to Legal Proceedings

  Any two or more offices provided for by Code Section 46-8-46 may be held by the same person, except the offices of president and secretary.   The charter granted to any railroad corporation under this chapter may provide that all officers or certain specified officers shall be elected by the shareholders instead of by the board of directors.   Unless otherwise provided in the charter, bylaws, or resolution of the board of directors, all officers shall be elected or appointed for a term of office running until the meeting of the board following the next annual meeting of shareholders or, in the case of officers elected by the shareholders, until the next annual meeting of shareholders.   Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and has qualified.   All officers and agents of a railroad company shall have such authority and shall perform such duties in the management of the corporation as may be provided in the bylaws or as may be determined by action of the board of directors not inconsistent with the bylaws.   The chairman of the board of directors or the president of the company shall have authority to institute or defend legal proceedings by or against the company either when the directors are in disagreement or when circumstances require action in the name of the company before a meeting of the board of directors can be called.    (Ga. L. 1969, p. 589, § 6.)   OPINIONS OF THE ATTORNEY GENERAL    Applicability of §§ 46-8-46 through46-8-51 to railroads incorporated order Art. 12, Ch. 8, T. 46. - Provisions of Senate Bill 73, Act No. 436 (1969) (see O.C.G.A. §§ 46-8-46 through46-8-51) applied to railroad companies incorporated under former Code 1933, Ch. 94-10 (see O.C.G.A. Art. 12, Ch. 8, T. 46), dealing with street and interurban railways. 1969 Op. Att'y Gen. No. 69-290.   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1360, 1395, 1396, 1399, 1521, 1523, 1525, 1566-1568.   C.J.S.   - 19 C.J.S., Corporations, §§ 443, 447, 448, 450, 451, 468, 629.
GA Code § 46-8-51 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-51. Indemnification of Persons by Railroad Corporation; Advance of Expenses; Insuring Against Liabilities; Reports of Payments to Shareholders; Provisions Eliminating or Limiting Liability of Director

  A railroad corporation shall have power to indemnify persons, to advance expenses prior to final disposition, and to insure against liabilities and expenses of any proceeding to the full extent permitted by Code Sections 14-2-850 through 14-2-859; provided, however, that such corporation shall comply with the requirements of Code Section 14-2-1621 with respect to reports of such payments to shareholders.   The charter or articles of incorporation of a railroad corporation may, as a matter of election, also set forth a provision eliminating or limiting the personal liability of a director to the railroad corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:   For any appropriation, in violation of his duties, of any business opportunity of the corporation;   For acts or omissions which involve intentional misconduct or a knowing violation of law;   For the types of liability set forth in Code Section 14-2-832; or   For any transaction from which the director derived an improper personal benefit.  No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.       (Ga. L. 1969, p. 589, § 7; Ga. L. 1982, p. 3, § 46; Ga. L. 1987, p. 849, § 6; Ga. L. 1989, p. 946, § 114.)   OPINIONS OF THE ATTORNEY GENERAL    Applicability of §§ 46-8-46 through46-8-51 to railroads incorporated under Art. 12, Ch. 8, T. 46. - Provisions of Senate Bill 73, Act No. 436 (1969) (see O.C.G.A. §§ 46-8-47 through46-8-51) applied to railroad companies incorporated under former Code 1933, Ch. 94-10 (see O.C.G.A. Art. 12, Ch. 8, T. 46), dealing with street and interurban railways. 1969 Op. Att'y Gen. No. 69-290.   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1897, 1898.   C.J.S.   - 3 C.J.S., Agency, §§ 303, 305, 306.
GA Code § 46-8-52 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-52. Exemption of Property of Stockholders From Debts or Liabilities of Corporation

 All property, whether real or personal, of any stockholder in this state shall be exempt from the debts or liabilities of a railroad corporation, provided that this exemption shall not operate as to the amount of the unpaid subscription of the stockholder to the capital stock of the corporation.   (Ga. L. 1892, p. 37, § 7; Civil Code 1895, § 2165; Civil Code 1910, § 2583; Code 1933, § 94-205.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, §§ 20, 25, 55-57. 18A Am. Jur. 2d, Corporations, §§ 850-852, 855-857, 859-861, 863-915, 917-924.   C.J.S.   - 18 C.J.S., Corporations, §§ 414-421, 423-432. 74 C.J.S., Railroads, §§ 41, 42. 19 C.J.S., Corporations, § 498.
GA Code § 46-8-53 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-53. Procedure for Issuing Bonds or Increasing Capital Stock

 In no case shall a railroad corporation issue bonds or increase its capital stock except by a vote of two-thirds of the capital stock of the corporation represented at an annual or special meeting of stockholders called for that purpose, and after each stockholder has been notified in the manner prescribed by the bylaws. In addition to such notice, there shall be published in a newspaper in the city where the principal office of the corporation is located, once a week for four weeks prior to the meeting, a notice stating that an increase of the stock or an issuance of bonds for the road, or both, will be considered at the meeting. No action contemplated under this Code section as to an increase of stock or the issuance of bonds shall be legal unless there is represented at the meeting, in person or by written proxy, a majority of the stock.   (Ga. L. 1892, p. 37, § 7; Civil Code 1895, § 2165; Civil Code 1910, § 2583; Code 1933, § 94-206.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 466-469, 551, 973, 974.   C.J.S.   - 74 C.J.S., Railroads, §§ 39, 40.
GA Code § 46-8-54 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-54. Adoption of Title by Railroad Companies Incorporated, or by Persons Owning or Operating a Railroad, Prior to December 17, 1892

  Any railroad company incorporated before December 17, 1892, whether by Act of the General Assembly incorporating the same by name or under the general railroad law of the state, may amend its charter either by adopting the provisions of this title or by extending its corporate existence for a period of 50 years from the time of the expiration of its original charter. When any such company shall so amend its charter, it may retain its original organization and the same amount of capital stock provided for in its original charter, and any other powers and privileges, except exemption from taxation, granted in its original charter, which may not be in conflict with this title or any other law relating to the powers and duties of railroad companies, and such amendments shall be without prejudice to any of its prior rights or contracts. The provisions of this title may also be adopted by any persons owning or operating a railroad in this state as of December 17, 1892, without prejudice to such organization as they may have already effected and without prejudice to their existing contracts and obligations.   Whenever any railroad company desires to amend its charter, or whenever any persons desire to adopt the provisions of this title as provided in this Code section, it or they shall file a petition with the Secretary of State setting forth particularly in what manner it is desired to amend such charter or adopt the provisions of this title. When such petition is filed, the Secretary of State shall issue to the company or persons, under the great seal of the state, a certificate setting forth the manner in which the charter is amended, if the petition is for amendment; or, if the petition is to adopt the provisions of this title, then the Secretary of State shall issue a certificate setting forth that said persons are a body corporate with all the powers, duties, and liabilities provided in this title. Before the certificate shall issue, the petitioner or petitioners shall pay to the Secretary of State the fee provided for in Code Section 14-4-183.    (Ga. L. 1892, p. 37, § 17; Civil Code 1895, § 2178; Civil Code 1910, § 2596; Code 1933, § 94-317.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 79. 19 Am. Jur. 2d, Corporations, §§ 2914, 2915, 2917, 2919.   C.J.S.   - 18 C.J.S., Corporations, §§ 44, 53-61. 74 C.J.S., Railroads, § 54 et seq.   ALR.    - Grant of perpetual franchise to public service corporation, 2 A.L.R. 1105.
GA Code § 46-8-55 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors|§ 46-8-55. Standard of Care for Directors and Officers in Discharge of Duties; Reliance Upon Financial Information

    A director shall discharge his duties as a director, including his duties as a member of a committee:   In good faith; and   With the care an ordinarily prudent person in a like position would exercise under similar circumstances.     In discharging his duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:   One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants, investment bankers, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or   A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.     A director is not acting in good faith if he has knowledge concerning the matter in question that makes unwarranted the reliance otherwise permitted by paragraph (2) of this subsection.   A director is not liable for any action taken as a director or any failure to take any action if he performed the duties of his office in compliance with this subsection.       An officer with discretionary authority shall discharge his duties under that authority:   In good faith; and   With the care an ordinarily prudent person in a like position would exercise under similar circumstances.     In discharging his duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:   One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or   Legal counsel, public accountants, investment bankers, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.     An officer is not acting in good faith if he has knowledge concerning the matter in question that makes unwarranted the reliance otherwise permitted by paragraph (2) of this subsection.   An officer is not liable for any action as an officer or any failure to take any action if he performed the duties of his office in compliance with this subsection.     This Code section shall not relieve any director or officer from liability for the payment of taxes.     (Code 1981, §46-8-55, enacted by Ga. L. 1987, p. 849, § 7.)
GA Code § 46-8-70 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-70. Application by Railroad Company That Company Surrender Its Franchises and Cease Performing as a Common Carrier; Hearing Before Commission; Effect of Outstanding Debts on Company

  Any railroad corporation chartered by the Secretary of State and owning and operating in this state any railroad, other than a street railroad, not over five miles long may cease, temporarily or permanently, to exercise its franchises and to perform its duties as a common carrier and may surrender its franchises to the state by order of the commission.   Before any such order under subsection (a) of this Code section shall be granted, such corporation shall file with the commission an application for the same, verified by the affidavit of the president and secretary of such corporation, containing a copy of a resolution adopted by a unanimous vote of the stockholders of such corporation authorizing such application.   The commission shall fix a date for the hearing of such application, and before such date such application shall be published once a week for four weeks in the official organ of each county through which said railroad may run.   The commission shall have authority to investigate fully the matter of such application and to grant such an order if it concludes that the condition of the affairs of such corporation and the public convenience warrant it. No such railroad company shall be allowed to surrender its franchises as provided in this Code section so long as it owes any debts whatever.    (Ga. L. 1918, p. 211, §§ 1-4; Code 1933, §§ 94-324, 94-325, 94-326, 94-327.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2738, 2739, 2748, 2750-2752, 2805.   C.J.S.   - 19 C.J.S., Corporations, §§ 813-815, 829, 838. 74 C.J.S., Railroads, §§ 26, 54 et seq.
GA Code § 46-8-71 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-71. Dissolution of Railroad Corporation Generally

 A railroad corporation which is organized under the laws of this state and chartered by the Secretary of State and which has surrendered its franchises to the state in accordance with Code Section 46-8-70 or which has sold its property, rights, and franchises to another corporation in accordance with Code Section 46-8-106, and which has satisfied all its outstanding debts and obligations, or which has arranged for all its outstanding debts and obligations to be assumed by the transferee of its property, rights, and franchises, may be dissolved in the manner provided in Code Sections 46-8-72 through 46-8-79.   (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 1.)   Editor's notes.   - Code Section 46-8-106, referred to in this Code section, was repealed by Ga. L. 2006, p. 699, § 2/SB 285, effective July 1, 2006.   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2735, 2738, 2739, 2745.   C.J.S.   - 19 C.J.S., Corporations, §§ 811, 812, 813, 835, 837. 74 C.J.S., Railroads, § 54 et seq.
GA Code § 46-8-72 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-72. Adoption of Resolution for Dissolution by Board of Directors; Meeting of Stockholders to Consider Resolution; Filing of Petition for Dissolution With Secretary of State

 If the board of directors of a railroad corporation organized under the laws of this state deems it desirable that the corporation be dissolved, the board of directors may adopt a resolution to that effect and may call a meeting of the stockholders having voting powers to consider a proposal to dissolve and to take action upon the resolution so adopted. Such meeting of the stockholders shall be held upon notice given in the manner provided in Code Section 46-8-46 for notice of organization meetings of railroad corporations or upon written waiver of notice. If at such meeting or any adjournment thereof the holders of record of two-thirds of all the stock entitled to vote thereon determine that the dissolution should take place, a petition for dissolution shall be filed in triplicate with the Secretary of State.   (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 2.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2748, 2751, 2754-2756.   C.J.S.   - 19 C.J.S., Corporations, §§ 813, 814.
GA Code § 46-8-73 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-73. Contents of Petition for Dissolution; Certification Resolution Recommending Dissolution; Attachment of Resolution to Petition; Verification of Petition; Fee for Filing Petition

  The petition for dissolution shall include:   The name of the corporation;   The date upon which its charter was granted;   A statement that it no longer is possessed of any franchises to operate in this or any other state;   A statement that all of its debts, liabilities, and obligations have been satisfied or that such debts, liabilities, and obligations have been assumed by the transferee of its property, rights, and franchises; and   A statement that the transfer or surrender of its franchises has been completed in accordance with an order of the Public Service Commission.     A copy of the stockholders' resolution recommending dissolution shall be certified by the secretary of the corporation and attached to the petition. The petition shall be verified by the president and the treasurer of the corporation.   On filing the petition, the corporation shall pay to the Secretary of State a fee of $100.00 to be deposited by him into the general fund of the state treasury.    (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 3; Ga. L. 1982, p. 3, § 46.)   RESEARCH REFERENCES   C.J.S.   - 19 C.J.S., Corporations, § 838.
GA Code § 46-8-74 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-74. Advertisement of Petition for Dissolution

 When the petition for dissolution is filed, the Secretary of State shall certify one of the copies thereof and shall deliver the same to the corporation, which shall cause the certified copy to be published once a week for four weeks in the official organ of the county in which the corporation has its principal office.   (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 4.)
GA Code § 46-8-75 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-75. Transfer of Copy of Petition From Secretary of State to Commission

 Immediately upon the filing of the petition for dissolution, the Secretary of State shall transmit one copy thereof to the Public Service Commission for investigation.   (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 5; Ga. L. 1982, p. 3, § 46.)
GA Code § 46-8-76 (2021)
2021 Georgia Code|Title 46 - Public Utilities and Public Transportation|Chapter 8 - Railroad Companies|Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers|Part 2 - Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies|§ 46-8-76. Investigation by Commission of Proposed Dissolution; Issuance of Certificate Approving or Disapproving Application for Dissolution; Transfer of Certificate; Filing of Duplicate Certificate; Effect of Disapproval

  Upon receipt of the copy of the petition for dissolution, the commission shall immediately investigate or cause an investigation to be made, and shall satisfy itself that:   The surrender of the franchise and charter and the dissolution of the corporation may be allowed without injustice to any stockholder or to any person or corporation having any claim or demand of any character against the corporation seeking dissolution;   That creditors are paid or properly provided for;   That the surrender of the charter and franchises has been authorized by proper corporate action; and   That all requirements of law have been complied with.     Within 30 days after the copy of the petition for dissolution has been filed with the commission, the commission shall issue under its hand and official seal a certificate either approving or disapproving the application, depending upon the results of the investigation, and shall transmit a copy of the certificate to the Secretary of State, who shall enter the same of record in his office. The commission shall also keep on file a duplicate of the certificate in its own office.   If the commission does not approve the application, no order shall be granted by the Secretary of State dissolving the corporation or authorizing the surrender of its charter.    (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 6.)   RESEARCH REFERENCES   C.J.S.   - 19 C.J.S., Corporations, §§ 815, 817.