Indiana Code
Chapter 1. Incorporation of Railroad Companies
8-4-1-5. Shareholders; Annual Meeting; Directors, Election, and Term

Sec. 5. There shall be an annual meeting of the stockholders (to be held in one (1) of the counties in which or through which such road is proposed to be or may be constructed) for the election of directors to serve for the ensuing year, notice of which, appointing a time and place, shall be given by the directors chosen as provided in section 1 of this chapter for the first annual election, and, afterward, by their successors in office; which notice shall be published not less than twenty (20) days previous thereto in a newspaper published in each county through which such road shall be intended to run (if there be stockholders residing therein) in which a newspaper shall be published; and if no newspaper be published therein, then by six (6) written or printed notices put up in the most public places in such county; provided, however, that the directors may prescribe by bylaw a place outside the state for the holding of annual meetings, or, notwithstanding the limitations of section 10 of this chapter, by resolution adopted at any meeting by stockholders holding shares representing two-thirds (2/3) of the voting power of the capital stock entitled to vote at any annual meeting. Three (3) judges of election shall be chosen by the board of directors previous to any annual meeting of the stockholders, who shall be stockholders but not directors at the time of such election, whose duty it shall be to receive the votes of the stockholders at such election for directors, and who shall openly count the votes and declare the result, and shall furnish the directors elected at such meeting of the stockholders with a certificate of their election, which certificate shall be evidence of their authority to act as such directors. Not less than seven (7) nor more than thirteen (13) directors shall be chosen at such meeting of stockholders, by ballot, and by a majority of the votes of the stockholders present in person or by proxy. No person shall be a director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to a vote for directors at the election at which he shall be chosen. The directors shall hold their office for one (1) year and until others are elected in their places.
Formerly: Acts 1852, 1RS, c.83, s.4; Acts 1933, c.101, s.8; Acts 1955, c.139, s.1. As amended by P.L.62-1984, SEC.34.

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