T.46, C.8 Part 2 dure by directors in case of default by subscriber

Procedures regarding organizational meeting; qualifications of directors; selection of officers and agents; annual election of directors; filling of vacancies on board. Determination of directors’ compensation; appointment of chairman and vice-presidents; time and place of board meetings; procedures regarding board meetings. Creation of executive committee and other committees; powers of committees; designation of alternate members of committees; committee action by majority vote. Action by board or committee thereof or by shareholder or committee thereof by written consent of members without meeting. 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. Indemnification of persons by railroad corporation; advance of expenses; insuring against liabilities; reports of payments to shareholders; provisions eliminating or limiting liability of director. Exemption of property of stockholders from debts or liabilities of corporation. Procedure for issuing bonds or increasing capital stock. Adoption of title by railroad companies incorporated, or by persons owning or operating a railroad, prior to December 17, 1892. Standard of care for directors and officers in discharge of duties; reliance upon financial information. Consolidation, Merger, Surrender of Franchise, and Dissolution of Companies 46-8-70. 46-8-71. 46-8-72. 46-8-74. 46-8-75. 46-8-76. 46-8-79. 46-8-80. 624 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. Dissolution of railroad corporation generally. Adoption of resolution for dissolution by board of directors; meeting of stockholders to consider resolution; filing of petition for dissolution with Secretary of State. Contents of petition for dissolution; certification resolution recommending dissolution; attachment of resolution to petition; verification of petition; fee for filing petition. Advertisement of petition for dissolution. Transfer of copy of petition from Secretary of State to commission. Investigation by commission of proposed dissolution; issuance of certificate approving or disapproving application for dissolution; transfer of certificate; filing of duplicate certificate; effect of disapproval. Certification by judge of the probate court of the fact of advertisement of petition; filing of certificate with Secretary of State. Order of Secretary of State accepting surrender of charter and franchises and dissolving corporation; recording of petition, certificate of approval, certificate of publication, and order by Secretary of State. Effect of issuance of order of dissolution and payment of fees. Contracts between railroad companies for merger, consolidation, lease, or purchase for purposes of connecting the roads of the companies. Page: 625 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:58:52 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN RAILROAD COMPANIES Sec.