O.C.G.A. § 46-8-53 (2019)
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.
History
(Ga. L. 1892, p. 37, § 7; Civil Code 1895, § 2165; Civil Code 1910, § 2583; Code 1933, § 94-206.)
Annotations
JUDICIAL DECISIONS Section not applicable to amendment of charter under § 46-8-54. - Requirement of former Civil Code 1895, § 2165 (see O.C.G.A. § 46-8-53) for two-thirds vote had no application to amendment of charter under former Civil Code 1895, § 2178 (see O.C.G.A. § 46-8-54). Alexander v. Atlanta & W.P.R.R., 108 Ga. 151, 33 S.E. 866 (1899). Waiver of notice by railroad stockholders as to meeting creating bonded indebtedness.
- Provision of former Civil Code 1910, § 2583 (see O.C.G.A. § 46-8-532) requiring notice of meeting of stockholders of railroad to authorize creation of bonded indebtedness may be waived by them so far as their interest was concerned. Georgia G.R.R. v. Miller, 144 Ga. 665, 87 S.E. 897 (1916). Cited in Hilton v. Sylvania & G.R.R., 8 Ga. App. 10, 68 S.E. 746 (1910); Heist v. Dunlap & Co., 193 Ga. 462, 18 S.E.2d 837 (1942).
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.