Title 46, Chapter 8, Section 46
( 46-8-46)
(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 principal office of the company is located, and of which
meeting every subscribing stockholder shall be given notice. At the
meeting, persons holding a majority of the stock subscribed to shall
constitute a quorum, and there shall be elected a board of directors
of not less than three to manage the affairs of the company. Stock
shall be represented at the meeting in person or by written proxy,
each share of stock being entitled to one vote, and a plurality of
votes cast being necessary to elect, said election to be governed by
such bylaws as the company may prescribe, and the persons elected as
directors to continue in office until others are elected to fill
their places. If for any reason the election is not held at the time
appointed, the same may be held at any time thereafter, of which
meeting every subscribing stockholder shall be given notice. Notice
of any organizational meeting under this Code section shall be
effected by giving to each stockholder written notification stating
the purpose of the meeting, served upon the stockholder personally
or by depositing the notice in the post office, postage prepaid,
directed to the stockholder at the post office nearest his usual
residence, at least ten days before the meeting. (b) Directors of railroad corporations shall be natural persons of
at least 18 years of age but need not be residents of this state or
shareholders of the corporation unless the charter or bylaws so
require. The charter or bylaws may prescribe additional
qualifications for directors. (c) Except as provided in subsection (b) of Code Section 46-8-50, the board of directors shall select from their number a president, may elect one or more vice-presidents, and may appoint a secretary, a treasurer, and such other officers and agents as they may deem necessary. (d) The regular election for directors shall be held annually, and,
unless the bylaws otherwise provide, the meeting at which such
elections are held may be held within or without the state. (e) Vacancies in the board of directors occasioned by death,
resignation, or otherwise shall be filled in such manner as shall be
prescribed by the bylaws of the company. |