Title 46

(a) The power to determine what are just and reasonable rates and charges is vested exclusively in the commission. (b) The commission: (1) Shall make reasonable and just rates of freight and passenger tariffs, such rates to be observed by all railroad companies doing business in …

The commission shall have power and authority: (1) To ascertain the cost of construction and the present value of properties in Georgia owned by railroad companies; and to that end, the commission may employ necessary experts; (2) To prescribe rules with reference to the use, con…

The commission is vested with full power and authority to make, prescribe, and enforce all such reasonable rules, regulations, and orders as may be necessary to compel and require the several railroad companies in this state to receive, receipt for, forward, and deliver promptly …

All contracts and agreements as to freight and passenger rates between railroad companies doing business in this state shall be submitted to the commission for inspection and correction so that it may be ascertained whether or not such contracts and agreements are in violation of…

The commission, upon complaint, shall inspect any railroad or any part of any railroad in this state. If the railroad is found to be in an unsafe or dangerous condition, the commission shall require the same to be put and kept in such condition as will render travel over the same…

All corporate powers and privileges of railroad companies shall be issued and granted by the Secretary of State upon the terms, liabilities, and restrictions expressed in and subject to all the provisions of this chapter and of the Constitution of Georgia. If by reason of interes…

(a) Any group of ten or more persons who desire to be incorporated as a railroad company shall prepare a petition in writing, addressed to the Secretary of State, in which shall be stated: (1) The names and residences of each of the persons desiring to form the corporation; (2) T…

(a) When the petition has been filed with the Secretary of State, he shall issue to the company under the great seal of the state the following form of certificate: To all to whom these presents may come — Greetings: Whereas, In pursuance of an Act of the General Assembly of the …

Before the Secretary of State issues a certificate of incorporation pursuant to Code Section 46-8-42, he shall satisfy himself that all of the requirements of this chapter have been substantially complied with prior to the filing of said petition. Any certificate or duplicate the…

(a) When the certificate of incorporation has been issued, the persons named therein, in case they have not subscribed to the entire capital stock, may open books of subscription to complete the subscription to the capital stock of the company, in such places and after giving suc…

(a) The directors may require the subscribers to the capital stock to pay the amounts variously subscribed by them, in such installments as they may deem proper; and the directors may receive cash or property, either real or personal, at the agreed value thereof, in payment of su…

(a) 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 princip…

(a) The board of directors shall have the authority to fix the compensation of directors for services in any capacity unless otherwise provided in the charter or the bylaws. (b) The board of directors may select or appoint one of their number to be chairman of the board of direct…

(a) If the charter or the bylaws of a railroad company incorporated under the laws of this state so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more oth…

(a) Unless otherwise provided by the charter or bylaws, any action required by this title to be taken by a railroad company at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee thereof, may be taken wit…

(a) Any two or more offices provided for by Code Section 46-8-46 may be held by the same person, except the offices of president and secretary. (b) The charter granted to any railroad corporation under this chapter may provide that all officers or certain specified officers shall…

(a) A railroad corporation shall have power to indemnify persons, to advance expenses prior to final disposition, and to insure against liabilities and expenses of any proceeding to the full extent permitted by Code Sections 14-2-850 through 14-2-859; provided, however, that such…

All property, whether real or personal, of any stockholder in this state shall be exempt from the debts or liabilities of a railroad corporation, provided that this exemption shall not operate as to the amount of the unpaid subscription of the stockholder to the capital stock of …

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 notifi…

(a)(1) A director shall discharge his duties as a director, including his duties as a member of a committee: (A) In good faith; and (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances. (2) In discharging his duties, a direc…

(a) Any railroad corporation chartered by the Secretary of State and owning and operating in this state any railroad, other than a street railroad, Page: 658 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:59:21 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN P…

A railroad corporation which is organized under the laws of this state and chartered by the Secretary of State and which has surrendered its franchises to the state in accordance with Code Section 46-8-70 or which has sold its property, rights, and franchises to another corporati…

If the board of directors of a railroad corporation organized under the laws of this state deems it desirable that the corporation be dissolved, the board of directors may adopt a resolution to that effect and may call a meeting of the stockholders having voting powers to conside…

(a) The petition for dissolution shall include: (1) The name of the corporation; (2) The date upon which its charter was granted; (3) A statement that it no longer is possessed of any franchises to operate in this or any other state; (4) A statement that all of its debts, liabili…

When the petition for dissolution is filed, the Secretary of State shall certify one of the copies thereof and shall deliver the same to the corporation, which shall cause the certified copy to be published once a week for four weeks in the official organ of the county in which t…

Immediately upon the filing of the petition for dissolution, the Secretary of State shall transmit one copy thereof to the Public Service Commission for investigation. (Ga. L. 1953, Nov.-Dec. Sess., p. 213, § 5; Ga. L. 1982, p. 3, § 46.)

(a) Upon receipt of the copy of the petition for dissolution, the commission shall immediately investigate or cause an investigation to be made, and shall satisfy itself that: (1) The surrender of the franchise and charter and the dissolution of the corporation may be allowed wit…

When the copy of the petition for dissolution has been published as required by Code Section 46-8-74, the corporation may apply to the judge of the probate court of the county in which its principal office is situated for certification of the fact of such publication, and the jud…

When the certificate of the judge of the probate court is filed with the Secretary of State pursuant to Code Section 46-8-77, and when the certificate of the Public Service Commission approving the application is likewise filed with the Secretary of State, the Secretary of State …

After the order of dissolution has been issued, and after all fees for filing and certificates have been paid, the corporation shall be dissolved and shall Page: 662 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:59:24 0000 42051-21 (QS) GA 04 RV34 -- 3…

Any railroad company incorporated under this chapter shall have the power to make contracts with any other railroad company which has constructed or hereafter constructs any railroad within this state for the purpose of enabling the companies to run their roads in connection with…

(a) Any railroad company incorporated under this chapter shall have authority to sell, lease, assign, or transfer its stock, property, and franchises to, or to consolidate the same with those of, any other railroad company which is incorporated under the laws of this or any other…

All the powers and privileges and the certificate of incorporation of a railroad company shall be forfeited at the expiration of three years from the date of the certificate if at the expiration of those three years the company has not constructed and equipped the road, and is no…

A railroad company organized and incorporated as provided in this chapter shall be empowered: (1) To cause such examinations and surveys to be made for the proposed railroad as shall be necessary for the selection of the most advantageous route, and, by its officers, agents, serv…

Any two or more chartered railroad companies whose lines terminate in the same city may contract to use within the corporate limits the same track in common, with or without common ownership. (Civil Code 1895, § 1865; Civil Code 1910, § 2229; Code 1933, § 94-312.)

Railroad companies may build and operate as part of their corporate property such number of vessels as they shall deem necessary to facilitate their business operations. (Ga. L. 1892, p. 37, § 13; Civil Code 1895, § 2174; Civil Code 1910, § 2592; Code 1933, § 94-313; Ga. L. 1982,…

Any railroad company chartered by the General Assembly, and also any person or persons or any company owning or operating a public or private railroad in this state, shall, when necessary to reach minerals, timber, or other materials, have the right to cross any other railroad at…

Any public or private railroad availing itself of the privileges of Code Section 46-8-104 shall be subject to such restrictions, liabilities, and penalties as to crossings, and shall be governed by such rules as to crossings, as are provided by law for chartered railroads, provid…

(a) If any railroad corporation organized under the laws of this state has prior to March 10, 1933, leased its property for a long term of years to another corporation, if that lease has terminated, and if the lessor is not a going concern or equipped to conduct the operations of…

If any railroad or any part thereof, either completed or in course of construction, is sold under any trust deed, or upon the foreclosure of any mortgage thereon, or by any judicial sale, the parties acquiring title under such sale and their associates, successors, and assigns sh…

(a) Any party making a purchase under Code Section 46-8-107, or his associates or assigns, may organize anew by filing a petition with the Secretary of State requesting to be substituted for the original petitioners and stockholders, with all their powers, rights, privileges, dut…

A railroad company incorporated under this chapter may exercise all its rights, franchises, and privileges in any other state or territory of the United States, under and subject to the laws of the state or territory where it may exercise or attempt to exercise the same. A railro…

(a) Any railroad company owning or operating a railroad in this state, whether such company is chartered under the laws of this state or under the laws of any other state, is authorized and empowered: (1) To reconstruct its lines or tracks, to build one or more additional main tr…

Authority and power are granted to railroad companies to acquire by purchase or gift and to hold such real estate as may be necessary for all of the purposes mentioned in Code Section 46-8-120. If the real estate cannot be acquired by purchase or gift, then it may be acquired by …

The powers and authority conferred by Code Sections 46-8-120 and 46-8-121 are in addition to the powers and authority which railroad companies may have by virtue of their charters or by virtue of the general laws of this state. (Ga. L. 1914, p. 144, § 3; Code 1933, § 94-323.)

(a) Any railroad company may extend its railroad from any point named in the petition for charter or may build branch roads from any point on its line of road. Before making any such extensions or building any such branch roads, the company shall, by resolution of its board of di…