TITLE 46 PUBLIC UTILITIES AND PUBLIC TRANSPORTATION

Section 8. Railroad Companies, 46-8-1 through 46-8-382.

ARTICLE 3 INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS

46-8-46. Procedures regarding organizational meeting; qualifications of directors; selection of officers and agents; annual election of directors; filling of vacancies on board.

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.
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.
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.
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.
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.

(Ga. L. 1892, p. 37, § 5; Civil Code 1895, § 2163; Civil Code 1910, § 2581; Code 1933, § 94-203; Ga. L. 1969, p. 589, §§ 1, 8; Ga. L. 1983, p. 445, § 1.)

JUDICIAL DECISIONS

Stockholders may fill vacancy where number of directors falls below minimum.

- Where the directors are reduced by death below the minimum number prescribed by the charter, and there is no provision in the charter or by-laws for filling the vacancy by the directors, the stockholders may supply the vacancy. Sylvania & G.R.R. v. Hoge, 129 Ga. 734, 59 S.E. 806 (1907).

Presence of majority not necessary.

- Where stockholders attend a regular annual meeting of stockholders provided for in former Civil Code 1895, § 2163 (see O.C.G.A. § 46-8-46), they may transact the business of that meeting, and elect officers, although a majority in interest or in number of the stockholders were not present. Sylvania & G.R.R. v. Hoge, 129 Ga. 734, 59 S.E. 806 (1907).

Absent shareholder loses only right to participate in meeting.

- Shareholder who designedly absents oneself from stockholders' meeting surrenders no right appertaining to ownership of that person's stock, except the right to participate in the meeting which the shareholder refuses to attend. Sylvania & G.R.R. v. Hoge, 129 Ga. 734, 59 S.E. 806 (1907).

Meeting of old board not reelection upon failure to hold stockholders' meeting.

- Where stockholders have failed to hold a regular annual stockholders' meeting and elect directors, a meeting of the old board of directors on the day when the stockholders should have acted, in which they resolve to hold over until their successors are elected, is not in effect a reelection of them by the stockholders for another term. Sylvania & G.R.R. v. Hoge, 129 Ga. 734, 59 S.E. 806 (1907).

Mandamus available to compel election.

- If at any meeting the stockholders fail or refuse to elect directors, any stockholder may by mandamus compel the corporation and the directors holding over to call a meeting for the purpose of electing a board of directors. Sylvania & G.R.R. v. Hoge, 129 Ga. 734, 59 S.E. 806 (1907).

Cited in English v. Rosenkrantz, 152 Ga. 726, 111 S.E. 198 (1922); Salomon v. Central of Ga. Ry., 220 Ga. 671, 141 S.E.2d 424 (1965).

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) apply 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.

- 18A Am. Jur. 2d, Corporations, §§ 220, 221, 953-956, 963-966, 969-983, 993-997, 1004, 1006, 1019, 1020, 1069-1080. 18B Am. Jur. 2d, Corporations, §§ 1349-1360, 1362, 1363, 1365, 1366, 1368-1370, 1372, 1379, 1381, 1386, 1395, 1396, 1399, 1400, 1436.

C.J.S.

- 18 C.J.S., Corporations, §§ 363-367, 369, 370, 375-378, 383, 385-393. 74 C.J.S., Railroads, §§ 41, 42, 43 et seq. 19 C.J.S., Corporations, §§ 434-444, 447, 448, 451.

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