388.290. Companies may consolidate, when.
Companies may consolidate, when.
388.290. 1. Any two or more railroad companies in thisstate, existing under either general or special laws, and owningrailroads constructed wholly or in part, which, when completedand connected, will form in the whole or in the main onecontinuous line of railroad, are hereby authorized to consolidatein the whole or in the main, and form one company owning andcontrolling such continuous line of road, with all the powers,rights, privileges and immunities, and subject to all theobligations and liabilities to the state, or otherwise, whichbelonged to or rested upon either of the companies making suchconsolidation. In order to accomplish such consolidation, thecompanies interested may enter into contract fixing the terms andconditions thereof, which shall first be ratified and approved bya majority in interest of all the stock held in each company orroad proposing to consolidate, at a meeting of the stockholdersregularly called for the purpose, or by the approval, in writing,of the persons or parties holding and representing a majority ofsuch stock.
2. A certified copy of such articles of agreement, with thecorporate name to be assumed by the new company, shall be filedwith the secretary of state, when the consolidation shall beconsidered duly consummated, and a certified copy from the officeof the secretary of state shall be deemed conclusive evidencethereof.
3. The board of directors of the several companies may thenproceed to carry out such contract according to its provisions,calling in the certificates of stock then outstanding in theseveral companies or roads, and issuing certificates of stock inthe new consolidated company, under such corporate name as mayhave been adopted; provided, however, that the foregoingprovisions of this section shall not be construed to authorizethe consolidation of any railroad companies or roads, except whenby such consolidation a continuous line of roads is secured,running in the whole or in the main in the same generaldirection; and provided, it shall not be lawful for said roads toconsolidate in the whole or in part, when by so doing it willdeprive the public of the benefit of competition between saidroads.
4. And in case any such railroad companies shall consolidateor attempt to consolidate their roads contrary to the provisionsof this section, such consolidation shall be void, and any personor party aggrieved, whether stockholder or not, may bring actionagainst them in the circuit court of any county through whichsuch road may pass, which court shall have jurisdiction in thecase and power to restrain by injunction or otherwise.
5. And in case any railroad in this state shall hereafterintersect any such consolidated road, said road or roads shallhave the right to run their freight cars without breaking bulkupon said consolidated road, and such consolidated road shalltransact the business of said intersecting or connecting road orroads on fair and reasonable terms.
6. Before any railroad companies shall consolidate theirroads, under the provisions of this section, they shall each filewith the secretary of state a resolution accepting the provisionsthereof, to be signed by their respective presidents and attestedby their respective secretaries, under the seal of theirrespective companies, which resolution shall have been passed bya majority vote of the stock of each, at a meeting of thestockholders to be called for the purpose of considering thesame, sixty days' public notice of the time, place and purpose ofsuch meeting having been given by advertisement in some newspaperprinted in the county where the general offices of said companyor companies of this state are situated.
(RSMo 1939 § 5161)Prior revisions: 1929 § 4688; 1919 § 9878; 1909 § 3077