23-11-306. Consolidation of two or more railroad companies to effect continuous line.

23-11-306. Consolidation of two or more railroad companies to effect continuous line. (a) Any two (2) or more railroad companies in this state, existing under either general or special laws, owning railroads which are constructed wholly or in part and which, when completed and connected, will form one (1) continuous line of railroad continuing and running in the same general direction are authorized to consolidate their stock and make joint stock with any connecting railroad company whether connected within or without this state or whose roads shall connect at the boundary line of this state and form one (1) company owning and controlling the continuous line of road. The new company shall have all the powers, rights, privileges, franchises, and immunities, and be subject to all the obligations and liabilities to the state, or otherwise, which belonged to or rested upon either of the companies making the consolidation and shall be subject and liable to all the contracts theretofore entered into by either of the corporations. (b) In order to accomplish such a consolidation, the companies interested may enter into a contract, fixing the terms and conditions, which shall first be ratified and approved by two-thirds (2/3) in interest of all the issued capital stock held in such companies or roads proposing to consolidate. The vote for consolidation shall be taken at a meeting of the stockholders regularly called for the purpose after giving sixty (60) days' notice of the meeting by advertisement in some daily or weekly newspaper printed and published in Little Rock, Arkansas, and such other newspapers elsewhere as the boards of directors of the companies may deem expedient. (c) The boards of directors of the several companies may then proceed to carry out the contract according to its provisions, calling in the certificates of stock then outstanding in the several companies or roads and issuing certificates of stock in the new consolidated company under such corporate name as may have been adopted. (d)(1) The foregoing provisions of this section shall not be construed to authorize the consolidation of any railroad companies or roads except when, by such a consolidation, a continuous line of road is secured, running in the same continuous and general direction. (2) Nothing contained in this section shall be so construed as to authorize or permit the sale, lease, or consolidation of parallel or competing lines of railroad to and with each other.