Title 14, Chapter 4, Section 105
( 14-4-105)
(a) Notwithstanding any other laws of this state applicable to
amendments of charters or certificates of incorporation of railroad
companies incorporated under the laws of this state or to changes in
the capitalizations thereof or to the issuance of capital stock,
bonds, or other securities thereby, in cases in which a plan of
reorganization of any such railroad company pursuant to Title 11,
U.S.C., the act of Congress of July 1, 1898, entitled "An Act to
establish a uniform system of bankruptcy throughout the United
States," as amended, or the Bankruptcy Reform Act of 1978 (either of
which federal acts is referred to in this chapter as the "National
Bankruptcy Act") has been confirmed by decree or order of a court of
competent jurisdiction, the reorganization managers or committee
designated in the plan of reorganization to consummate the same, or
such other person or persons as may be so authorized by the court or
judge in such reorganization proceedings, shall have full power and
authority to adopt such amendments of the charter or certificate of
incorporation of such railroad company, to make such changes in its
authorized capitalization, and to issue such capital stock, bonds,
and other securities as may be necessary and proper to put into
effect and carry out such plan of reorganization and the decrees and
orders of the court relative thereto without action by the directors
or stockholders of such railroad company. (b) After the adoption of such amendments of the charter or
certificate of incorporation of such railroad company and the making
of such changes in its authorized capitalization, a petition
executed, acknowledged, and sworn to by such reorganization managers
or committee, or such other person or persons so authorized by the
court or judge to adopt such amendments and make such changes in
capitalization, shall be filed in the office of the Secretary of
State. Such petition shall show: (1) The name and character of the company and, if the name has
been changed, the name under which it previously existed; (2) The dates of the original Act of incorporation, charter, or
certificate of incorporation and of all amendments thereto; (3) The amendments adopted; (4) The new authorized capitalization of such company; (5) The amount of capital stock, bonds, and other securities to be
issued; and (6) The fact that such amendments, new capitalization, and
issuance of capital stock, bonds, and other securities were
authorized by the plan of reorganization or in decrees or orders
of the court relative thereto and that the plan has been confirmed
under Title 11, U.S.C., the National Bankruptcy Act, with the
title and venue of the proceeding and the date when the decree or
order confirming the plan was made. (c) Upon the filing of such petition in the office of the Secretary of State and the payment to him of a fee of $25.00, to be paid by him into the state treasury, the Secretary of State shall issue an appropriate certificate of change in the form prescribed in Code Section 14-4-121. Any such reorganized railroad company shall not be precluded from thereafter further amending its charter or certificate of incorporation or changing its capitalization or issuing capital stock, bonds, or other securities in the manner otherwise provided by law. |