§ 23-11-201. Title
This subchapter shall be known as the “Railroad Incorporation Act of 1959”.
§ 23-11-202. Definitions
(a) For purposes of this subchapter, unless the context otherwise requires: (1) “Department” means the Arkansas Department of Transportation or such other department as may be created or established for the purpose of regulation of common carriers in the State of Arkansas; and (2) “Railroad corporation” shall be deemed to include all corporations having as […]
§ 23-11-203. Articles of incorporation
(a) The articles of incorporation of any contemplated railroad corporation shall contain all of the information prescribed for inclusion in the application to be filed with the Arkansas Department of Transportation by § 23-11-204. However, it shall not be necessary that the articles contain a statement of the manner in which the public convenience, necessity, […]
§ 23-11-204. Formation of railroad corporation — Application — Contents
Any number of persons, not fewer than three (3), being subscribers of the stock of any contemplated railroad corporation and desiring to form a railroad corporation under the laws of this state, may do so by first filing an application with the Arkansas Department of Transportation, setting forth the following information: (1) The name of […]
§ 23-11-205. Application for incorporation — Hearing — Order of department
(a) Promptly after the filing of an application for the organization of a railroad corporation, the Arkansas Department of Transportation, under and in accordance with rules and regulations to be established by the department, shall set a date for a hearing upon the application and shall provide that notice of the hearing shall be given […]
§ 23-11-206. Issuance of charter
Upon the payment of the fees prescribed by law, the Secretary of State shall issue to the corporation a charter granting unto it perpetual existence in accordance with its articles of incorporation unless a limited term of existence shall be provided for in the articles.
§ 23-11-207. Filing of papers — Effect
(a) Certified copies of the articles of incorporation together with copies of the charter issued by the Secretary of State and the order of the Arkansas Department of Transportation shall be filed in the office of the county clerk of each county through which the proposed line shall be situated or into which the proposed […]
§ 23-11-208. Characteristics and powers generally of corporation
When the charter and articles of incorporation shall have been filed as provided in §§ 23-11-205 and 23-11-207, the persons who shall have signed and acknowledged the articles of incorporation and their successors shall be a body politic and corporate by the name stated in the articles, and the corporation: (1) Shall be capable of […]
§ 23-11-209. Specific powers and liabilities
Every such corporation shall possess the general powers and be subject to the general liabilities and restrictions expressed in the special powers following, that is to say: (1) To cause such examinations and surveys by their officers, agents, and servants for the proposed railroad to be made as may be necessary for the selection of […]
§ 23-11-210. Stockholders’ first meeting
(a) As soon as practicable after the charter and articles of incorporation shall have been filed in the office of the Secretary of State and in the offices of the county clerk as provided by other provisions of this subchapter, the subscribers of the articles of incorporation shall fix a time and place for a […]
§ 23-11-211. Annual and special meetings of stockholders
(a) Every railroad corporation incorporated under the laws of this state shall prescribe in its bylaws the time for holding an annual meeting of the stockholders of the corporation for the purpose of electing directors and the transaction of such other business as may be necessary or desirable. (b) The meeting shall be held upon […]
§ 23-11-212. Voting of shares generally
(a) (1) The owner of any share of any railroad corporation organized under the law of this state may vote in person or by proxy at any meeting of the stockholders. (2) The owner of record of the stock as reflected by the stock records of the corporation at the time of the meeting shall […]
§ 23-11-213. Board of directors — Members
(a) The directors of every railroad corporation shall have the power to make bylaws, and the bylaws shall provide for a board of directors composed of not fewer than three (3) persons. (b) (1) Directors shall be chosen at the stockholders’ meeting by ballot and by a majority of the votes of the stockholders being […]
§ 23-11-214. Board of directors — Meetings
(a) Except as may be otherwise provided by law or by the bylaws, a majority of the board shall constitute a quorum for the transaction of business. (b) The board of directors shall hold one (1) regular annual meeting within or without the State of Arkansas on the date fixed by the bylaws.
§ 23-11-215. Board of directors — Powers generally
The management of the affairs of the corporation shall be vested in the board of directors, and, subject only to the limitations provided by law or by its articles, the board shall have full control over the affairs of the corporation and may authorize the exercise of all of its corporate powers.
§ 23-11-216. Board of directors — Issuance of bonds, certificates of indebtedness — Security
In addition to the rights and powers conferred on railroad corporations by their charters and the laws of this state, the directors are authorized and empowered, by and with the consent or approval of a majority of the stockholders, to cause to be issued and executed, bonds or other evidences of indebtedness whenever deemed expedient […]
§ 23-11-217. Dividends — Declaration and payment by board of directors
(a) (1) The board of directors are also empowered to declare and pay dividends to the stockholders. (2) Dividends may be declared and paid by the board of directors, either in cash, in tangible or intangible choses in action or property, or in stock, subject to such restrictions as may be contained in the articles […]
§ 23-11-218. Officers and committees of board of directors
(a) The board of directors shall select the officers of the corporation. (b) There shall be: (1) A president of the company, who shall be chosen by and from the directors; (2) Such committees of the board of directors vested with such authority and powers as may be fixed by resolution of the board of […]
§ 23-11-219. Subscription contracts for sale of stock
Railroad corporations organized under the law of this state are authorized to enter into subscription contracts for the sale of their stock under such terms, conditions, and restrictions and subject to such liabilities relative thereto as are provided by law for such contracts by private corporations, except as such contracts may be restricted by the […]
§ 23-11-220. Amendment of articles of incorporation
(a) Amendments to the articles of incorporation of any railroad corporation incorporated under the law of this state shall be made only by the vote of a majority of the stockholders of the corporation. (b) (1) No amendment shall be voted upon unless and until notice of an intention to present the amendment to a […]