69-14-512. Procedure to consolidate. (1) Articles of agreement shall be entered into by such corporations, under their respective corporate seals and the signatures of their respective presidents and secretaries, containing the terms and conditions of such consolidation and the mode of carrying the same into effect, including:
     (a) the name of the corporation resulting from such consolidation;
     (b) the amount of its capital stock and the number and amount of shares thereof;
     (c) the manner of retiring the shares of the capital stock of the corporations so consolidated or of converting the same into or exchanging them for the capital stock of such resultant corporation;
     (d) the number which shall constitute the board of directors of such corporation and what officers it shall have;
     (e) the persons who shall constitute the first board of directors and officers thereof, their terms of office, and the manner in which their successors shall be elected, which shall be according to the provisions of 69-14-501; and
     (f) such other matters as are considered necessary to perfect such consolidation and as may be agreed upon.
     (2) Such articles of agreement shall, before the same shall be effectual, be assented to, approved, or ratified by the stockholders of the respective corporations so consolidated at a regular meeting of such stockholders or a special meeting thereof, duly called and held, by resolution adopted by a vote in favor thereof, in person or by proxy, of the holders of at least a majority in amount of the outstanding capital stock of such corporations, respectively.
     (3) A duplicate of such articles of agreement, together with a copy of the resolutions adopted by the stockholders of such corporations assenting to, approving, or ratifying the same, certified under the corporate seal and the signature of the secretary and verified by a sworn statement of the president and secretary of the corporations stating that such resolution was duly adopted by the vote in favor thereof of the holders of a majority in amount of the outstanding capital stock of the corporations at a meeting of the stockholders thereof, duly held, shall be recorded in the office of the secretary of state. It shall be the duty of the secretary to record the same upon presentation for that purpose. Upon the filing thereof for record, as aforesaid, the corporation formed by such consolidation shall be a corporation by the corporate name mentioned in such articles of agreement and as such shall be perpetual and shall succeed to and have, own, possess, exercise, and enjoy all the powers, rights, franchises, privileges, immunities, and property of every name and nature possessed by the corporations so consolidated or to which they were entitled at the time of such consolidation and shall be entitled to have, own, hold, exercise, possess, and enjoy all the powers, rights, franchises, privileges, and immunities which may at any time appertain to railroad corporations under the general laws of this state. All railroads and branches thereof of the consolidated corporation are subject to taxation and to regulation and control by the laws of this state, in all respects the same as if constructed by corporations organized under the laws of this state.

     History: En. Sec. 703, 5th Div. Comp. Stat. 1887; re-en. Sec. 911, Civ. C. 1895; re-en. Sec. 4292, Rev. C. 1907; re-en. Sec. 6524, R.C.M. 1921; Cal. Civ. C. Sec. 473; re-en. Sec. 6524, R.C.M. 1935; R.C.M. 1947, 72-222(part); amd. Sec. 45, Ch. 43, L. 1979.