reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-20 - Exclusive power of commission to determine just and reasonable rates and charges; establishing rates and tariffs generally; locating of depots and construction of freight and passenger buildings

(a)
The power to determine what are just and reasonable rates and charges is vested exclusively in the commission.
(b)
The commission:
(1)
Shall make reasonable and just rates of freight and passenger tariffs, such rates to be observed by all railroad companies doing business in this state;
(2)
Shall make reasonable and just rules and regulations as to charges at any and all points for the necessary handling and delivering of freights, such rules and regulations to be observed by all railroad companies doing business in this state;
(3)
Shall make such just and reasonable rules and regulations as may be necessary for preventing unjust discrimination in the transportation of freight and passengers on the railroads in this state;
(4)
Shall have the power to make, for all connecting railroads doing business in this state, just and reasonable joint rates as to all traffic or business passing from one of those railroads to another, provided that before applying joint rates to railroads that are not under the management and control of a single company, the commission shall give 30 days' notice to the railroads of the joint rate contemplated and of the manner in which it proposes to divide the rate between the railroads, and shall accord a hearing to any company desiring to object to the rates or the manner of their division;
(5)
Shall make reasonable and just rates for the use of railroad cars, no matter by whom owned or carried, carrying any kind of freight and passengers on the railroads; and
(6)
Shall make just and reasonable rules and regulations to prevent the giving or paying of any rebate or bonus, directly or indirectly, and to prevent the misleading or deceiving of the public in any manner as to the real rates charged for freight and passengers.
(c)
The commission shall have full power, by rule and regulation, to designate and fix the difference in rates of freight and passenger transportation to be allowed for long and short distances on the same or different railroads and to ascertain what shall be the limits of long and short distances.
(d)
The commission shall have the power to require the location of such depots and the construction of such freight and passenger buildings as the condition of the railroad, the safety of freight, and the public comfort and convenience may require, upon the giving to such railroad company to be affected thereby the same notice as is provided in paragraph (4) of subsection (b) of this Code section.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-21 - Powers of commission regarding railroads generally

The commission shall have power and authority:
(1)
To ascertain the cost of construction and the present value of properties in Georgia owned by railroad companies; and to that end, the commission may employ necessary experts;
(2)
To prescribe rules with reference to the use, construction, removal, or change of spurtracks and sidetracks, with full power to compel service to be furnished to manufacturing plants, warehouses, and similar places of business along the line of railroads where practicable and where in the judgment of the commission the business is sufficient to justify the same and on such terms and conditions as the commission may prescribe;
(3)
To order and compel the operation of sufficient and proper passenger service when in its judgment inefficient or insufficient service is being rendered to the public or any community;
(4)
To order and compel the making and operating of physical connections between lines of railroads crossing or intersecting each other or entering the same incorporated city, when in its judgment such connections are practicable and in the public interest;
(5)
To fix penalties for neglect on the part of railroad companies to adjust overcharges and losses, or failure to decline to do so, if deemed unjust, in a reasonable time;
(6)
To prescribe rules requiring the prompt receipt, carriage, and delivery of freight and the prompt furnishing of cars to shippers desiring to ship freight, and to prescribe penalties for failure to observe such rules, and to prescribe rules and penalties regarding the transfer of cars through yards of connecting roads;
(7)
To order the erection of depots and stations where it deems the same necessary and to order the appointment and service of depot or station agents; and
(8)
To regulate schedules and compel connections at junction points of competing lines.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-22 - Investigation by commission of books and papers of railroad companies; inspection of railroad offices and stations; examination of railroad's agents and employees; rules and regulations concerning investigations and inspections

(a)
It shall be the duty of the commission to investigate the books and papers of all railroad companies doing business in this state in order to ascertain if the rules and regulations of the commission have been complied with, to make personal visitation to railroad offices, stations, and other places of business for the purpose of examinations, and to make rules and regulations concerning such examinations, which rules and regulations shall be observed and obeyed as the other rules and regulations of the commission.
(b)
The commission shall have full power and authority to examine any person, including agents and employees of railroad companies, under oath or otherwise, in order to procure the information necessary to make just and reasonable freight and passenger rates and to ascertain whether rules and regulations of the commission are observed or violated. The commission shall have the power to make necessary and proper rules and regulations concerning such examinations, which rules and regulations shall be obeyed and enforced as all other rules and regulations of the commission.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-23 - Prescription and enforcement by commission of rules, regulations, and orders as to receipt, transportation, and delivery of freight by railroads

The commission is vested with full power and authority to make, prescribe, and enforce all such reasonable rules, regulations, and orders as may be necessary to compel and require the several railroad companies in this state to receive, receipt for, forward, and deliver promptly to destination all freight of every character which may be tendered or received by them for transportation. In addition, the commission shall have full power and authority to make, prescribe, and enforce such reasonable rules, regulations, and orders as may be necessary to compel and require prompt delivery to the consignee of all freights on arrival at destination.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-24 - Inspection by commission of contracts and agreements between railroad companies; disapproval of agreements; inclusion in agreements of rates exceeding rates fixed by commission

All contracts and agreements as to freight and passenger rates between railroad companies doing business in this state shall be submitted to the commission for inspection and correction so that it may be ascertained whether or not such contracts and agreements are in violation of the laws of this state, of the Constitution of Georgia, or of the rules and regulations of the commission. All arrangements and agreements whatever as to the division of earnings of any kind by competing railroad companies doing business in this state shall be submitted to the commission for inspection and approval, insofar as such arrangements and agreements affect rules and regulations made by the commission to secure to all persons doing business with such companies just and reasonable freight and passenger rates. The commission may make such rules and regulations as to such contracts and agreements as may be then deemed necessary and proper. Any such agreements not approved by the commission, or by virtue of which rates are charged exceeding the rates fixed by the commission for freight and passengers, shall be deemed to be violations of Article III, Section VI, Paragraph V(c) of the Constitution of Georgia and shall be illegal and void.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 2 - POWERS AND DUTIES OF COMMISSION AS TO RAILROAD COMPANIES GENERALLY (§§ 46-8-20 — 46-8-25) › Section 46-8-25 - Inspection of railroads by commission; requiring repair of railroads; allotment of reasonable time for repairs; effect of Code section on liability of railroads

The commission, upon complaint, shall inspect any railroad or any part of any railroad in this state. If the railroad is found to be in an unsafe or dangerous condition, the commission shall require the same to be put and kept in such condition as will render travel over the same safe and expeditious. Reasonable time shall be given the railroad authorities in which to accomplish the work or repairs required under this Code section. This Code section shall not limit or affect the liability of railroads in cases of injury or damage to persons or property.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-40 - Grant of corporate powers and privileges to railroad companies by Secretary of State; procedure in case of disqualification of Secretary of State

All corporate powers and privileges of railroad companies shall be issued and granted by the Secretary of State upon the terms, liabilities, and restrictions expressed in and subject to all the provisions of this chapter and of the Constitution of Georgia. If by reason of interest in the proposed corporation the Secretary of State is disqualified, the duties required to be performed by the Secretary of State shall be performed by the Commissioner of Insurance.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-41 - Procedures regarding preparation of petition for incorporation; filing of petition and affidavit with Secretary of State; endorsement by Secretary of State; allowance for public inspection of petition and affidavit

(a)
Any group of ten or more persons who desire to be incorporated as a railroad company shall prepare a petition in writing, addressed to the Secretary of State, in which shall be stated:
(1)
The names and residences of each of the persons desiring to form the corporation;
(2)
The name of the railroad company they desire to have incorporated, provided that in no event shall the name selected be the name of any existing railway corporation in this state;
(3)
The length of the road, as near as can be estimated;
(4)
The general direction of the road;
(5)
The counties through which the road will probably run;
(6)
The names of the principal places from which and to which the road is to be constructed;
(7)
The amount of the proposed capital stock;
(8)
The number of years the company is to continue in existence;
(9)
If the capital stock is to consist of common or preferred stock, the amount of each class and the rights and privileges of the latter over the former;
(10)
The location of the principal office of the corporation;
(11)
A statement that the incorporators intend in good faith to go forward without delay to secure subscriptions to the capital stock and to construct, equip, maintain, and operate the railroad;
(12)
A request to be incorporated under the laws of this state; and
(13)
A statement that the incorporators have given four weeks' notice of their intention to apply for said charter by the publication of the petition in a newspaper in which the sheriff's advertisements are published in each of the counties through which the proposed road will probably run (if there is a newspaper in each of those counties), once a week for four weeks before the filing of said petition.
(b)
There shall be annexed to the petition an affidavit made by three of the persons forming the company, which affidavit shall state that the names subscribed are the genuine signatures of the persons named therein and that the facts stated in the petition are true to the best of petitioners' knowledge, information, and belief.
(c)
The petition thus sworn to shall be filed in the office of the Secretary of State, who shall endorse thereon the date of the filing and record the same in a book to be kept by him for that purpose, which book shall be open for inspection by the public at all times during the office hours of the Secretary of State.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-42 - Certificate of incorporation; duration of corporate existence; fee for issuance of certificate

(a)
When the petition has been filed with the Secretary of State, he shall issue to the company under the great seal of the state the following form of certificate:
To all to whom these presents may come - Greetings:
Whereas, In pursuance of an Act of the General Assembly of the State of Georgia, approved December 17, 1892, __________________ and __________________ (naming the persons who sign the petition) having filed in the office of the Secretary of State a certain petition seeking the formation of a corporation to be known as (here insert name), with a capital stock of $__________________, for the purpose of constructing, equipping, maintaining, and operating a railroad from __________________ to __________________, and having complied with the statutes in such cases made and provided; therefore, the State of Georgia hereby grants unto the above-named persons, their successors and assigns, full authority, by and under the said name of __________________, to exercise the powers and privileges of a corporation for the purposes above stated, subject to the provisions of the Constitution of Georgia, and all the laws governing railroad companies of force at the date of this certificate, or that may hereafter become of force, either by constitutional or statute law, or by any rules and regulations of the Public Service Commission of this state, or otherwise, which govern and control the operation of railroads in this state.
In witness whereof, these presents have been signed by the Secretary of State, and to which is annexed the great seal of the state, at Atlanta, Georgia, this __________________ day of __________________, __________________.
(b)
Upon the issuance of the certificate, the persons who signed the petition and all persons who shall become stockholders in the company shall be a corporation by the name specified in the petition and certificate and shall possess the powers and privileges granted by, and be subject to the provisions of, this title.
(c)
The rights, powers, and privileges granted railroad corporations shall continue for a period no longer than 101 years, unless the corporation is continued by the laws in force at the expiration of 101 years.
(d)
Before the Secretary issues the certificate, the petitioners shall pay a fee of $100.00 to the Secretary of State.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-43 - Duties of Secretary of State prior to issuance of certificate of incorporation; certificate or duplicate thereof as evidence of existence of corporation and compliance with chapter

Before the Secretary of State issues a certificate of incorporation pursuant to Code Section
46-8-42
, he shall satisfy himself that all of the requirements of this chapter have been substantially complied with prior to the filing of said petition. Any certificate or duplicate thereof issued under this chapter by the Secretary of State shall be conclusive evidence of the existence of the corporation in all the courts in this state and of compliance with all the requirements of this chapter.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-44 - Subscription to capital stock; par value of stock; subscription to all capital stock as prerequisite to beginning railroad construction

(a)
When the certificate of incorporation has been issued, the persons named therein, in case they have not subscribed to the entire capital stock, may open books of subscription to complete the subscription to the capital stock of the company, in such places and after giving such notice as they may deem expedient, and may from time to time receive subscriptions until all of the capital stock is subscribed to.
(b)
The capital stock of the company shall be divided into shares of $100.00 each.
(c)
The company shall not begin the construction of the railroad until all of the capital stock specified in the petition for incorporation has been subscribed to.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-45 - Payment of subscriptions; procedure by directors in case of default by subscriber

(a)
The directors may require the subscribers to the capital stock to pay the amounts variously subscribed by them, in such installments as they may deem proper; and the directors may receive cash or property, either real or personal, at the agreed value thereof, in payment of such installments.
(b)
If any subscriber neglects to pay any installment as required by resolution of the board of directors, the directors may direct an action to be brought against him forthwith for the amount of such call or may in their discretion, after 30 days' notice to such stockholder, cause his stock, after such advertisement as may seem to them proper, to be put up at auction and sold to the highest bidder for cash. If the proceeds of sale are less than the amount of the call, the delinquent shall pay the difference; and any surplus over the amount of the call and the expenses of the advertisement and sale shall be paid to him. A new certificate of stock shall be issued to the purchaser, and he shall stand in the same relation to the company as the delinquent would have stood had he not defaulted. Such sale shall be in the city where the principal office of the company may be located, at such time and place as the board of directors may prescribe.
(c)
If for any reason it is not practicable to serve such delinquent stockholder with notice of such sale personally or by mail, or if he is a nonresident of this state, notice may be given by publication in any newspaper published in the city where the principal office of such company may be located, once a week for four weeks prior to the date of such sale.
(d)
The company may collect from delinquent subscribers by sale of the stock, by civil action, or by both remedies.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-46 - Procedures regarding organizational meeting; qualifications of directors; selection of officers and agents; annual election of directors; filling of vacancies on board

(a)
When all of the capital stock has been subscribed to, the persons named in the certificate of incorporation or a majority of them are authorized to call a meeting of the stockholders for the purpose of organization, which meeting shall be held in the city in which the principal office of the company is located, and of which meeting every subscribing stockholder shall be given notice. At the meeting, persons holding a majority of the stock subscribed to shall constitute a quorum, and there shall be elected a board of directors of not less than three to manage the affairs of the company. Stock shall be represented at the meeting in person or by written proxy, each share of stock being entitled to one vote, and a plurality of votes cast being necessary to elect, said election to be governed by such bylaws as the company may prescribe, and the persons elected as directors to continue in office until others are elected to fill their places. If for any reason the election is not held at the time appointed, the same may be held at any time thereafter, of which meeting every subscribing stockholder shall be given notice. Notice of any organizational meeting under this Code section shall be effected by giving to each stockholder written notification stating the purpose of the meeting, served upon the stockholder personally or by depositing the notice in the post office, postage prepaid, directed to the stockholder at the post office nearest his usual residence, at least ten days before the meeting.
(b)
Directors of railroad corporations shall be natural persons of at least 18 years of age but need not be residents of this state or shareholders of the corporation unless the charter or bylaws so require. The charter or bylaws may prescribe additional qualifications for directors.
(c)
Except as provided in subsection (b) of Code Section
46-8-50
, the board of directors shall select from their number a president, may elect one or more vice-presidents, and may appoint a secretary, a treasurer, and such other officers and agents as they may deem necessary.
(d)
The regular election for directors shall be held annually, and, unless the bylaws otherwise provide, the meeting at which such elections are held may be held within or without the state.
(e)
Vacancies in the board of directors occasioned by death, resignation, or otherwise shall be filled in such manner as shall be prescribed by the bylaws of the company.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-48 - Creation of executive committee and other committees; powers of committees; designation of alternate members of committees; committee action by majority vote

(a)
If the charter or the bylaws of a railroad company incorporated under the laws of this state so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution or in the charter or the bylaws of the corporation, shall have and may exercise all the authority of the board of directors, provided that no such committee shall have the authority of the board of directors in reference to:
(1)
Amending the charter or the bylaws of the corporation;
(2)
Adopting a plan of merger or consolidation;
(3)
The sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation; or
(4)
A voluntary dissolution of the corporation or a revocation thereof.
(b)
The board, by resolution adopted in accordance with subsection (a) of this Code section, may designate one or more directors as alternate members of any such committee, which director may act in place of any absent member at any meeting of such committee.
(c)
Unless otherwise provided in the charter or the bylaws, or unless otherwise ordered by the board of directors, any such committee shall act by a majority of its members.
(d)
The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed by law.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-49 - Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting

(a)
Unless otherwise provided by the charter or bylaws, any action required by this title to be taken by a railroad company at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee thereof, may be taken without a meeting if written consent setting forth the action so taken is signed by all the directors, or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the board or of the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or any document filed with any official of the state under this title.
(b)
Unless otherwise provided by the charter or bylaws, any action required by the shareholders of a railroad company or any committee thereof may be taken at a meeting of the shareholders. Any action which may be taken at a meeting of the shareholders or by a committee thereof may be taken without a meeting if written consent setting forth the action so taken is signed by all the shareholders or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the shareholders or committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with any official of this state under this title.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 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

(a)
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.
(b)
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.
(c)
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.
(d)
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.
(e)
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.
(f)
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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 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)
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.
(b)
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:
(1)
For any appropriation, in violation of his duties, of any business opportunity of the corporation;
(2)
For acts or omissions which involve intentional misconduct or a knowing violation of law;
(3)
For the types of liability set forth in Code Section
14-2-832
; or
(4)
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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-54 - Adoption of title by railroad companies incorporated, or by persons owning or operating a railroad, prior to December 17, 1892

(a)
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.
(b)
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
.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 1 - INCORPORATION, ORGANIZATION, SUBSCRIPTION OF CAPITAL STOCK, SELECTION OF OFFICERS AND DIRECTORS (§§ 46-8-40 — 46-8-55) › Section 46-8-55 - Standard of care for directors and officers in discharge of duties; reliance upon financial information

(a)
(1)
A director shall discharge his duties as a director, including his duties as a member of a committee:
(A)
In good faith; and
(B)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(2)
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:
(A)
One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(B)
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
(C)
A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
(3)
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.
(4)
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.
(b)
(1)
An officer with discretionary authority shall discharge his duties under that authority:
(A)
In good faith; and
(B)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(2)
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:
(A)
One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(B)
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.
(3)
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.
(4)
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.
(c)
This Code section shall not relieve any director or officer from liability for the payment of taxes.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 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

(a)
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.
(b)
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.
(c)
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.
(d)
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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 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
.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 46-8-73 - Contents of petition for dissolution; certification resolution recommending dissolution; attachment of resolution to petition; verification of petition; fee for filing petition

(a)
The petition for dissolution shall include:
(1)
The name of the corporation;
(2)
The date upon which its charter was granted;
(3)
A statement that it no longer is possessed of any franchises to operate in this or any other state;
(4)
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
(5)
A statement that the transfer or surrender of its franchises has been completed in accordance with an order of the Public Service Commission.
(b)
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.
(c)
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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 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.
2023 CODE OF GEORGIA › Title 46 - PUBLIC UTILITIES AND PUBLIC TRANSPORTATION (§§ 46-1-1 — 46-11-1) › Chapter 8 - RAILROAD COMPANIES (§§ 46-8-1 — 46-8-382) › Article 3 - INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS (§§ 46-8-40 — 46-8-82) › Part 2 - CONSOLIDATION, MERGER, SURRENDER OF FRANCHISE, AND DISSOLUTION OF COMPANIES (§§ 46-8-70 — 46-8-82) › Section 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.