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

46-8-54. 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.)

JUDICIAL DECISIONS

Charter amendment held valid.

- A 1970 charter amendment authorizing a railroad company, originally chartered by the General Assembly in 1847, to amend its charter by a vote of the majority of its stockholders, which amendment was approved by all 21,205 shares present, none dissenting, was valid and, therefore, that company's shareholder action was now governed by majority vote. Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984).

Cited in Alexander v. Atlanta & W.P.R.R., 108 Ga. 151, 33 S.E. 866 (1899); Gardner v. Georgia R.R. & Banking Co., 117 Ga. 522, 43 S.E. 863 (1903).

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.

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