Establishment and Organization of Railroads

Ark. Code Ann. tit. 23, ch. 11

in effect

Ark. Code Ann. § 23-11-101 Enforcement of laws or orders on complaint.

It is made the duty of the Arkansas Department of Transportation, on complaint, to enforce by necessary order any or all laws of this state pertaining to railroads and express companies.

Ark. Code Ann. § 23-11-102 Fees of domestic companies.

(a) All railroad, street, interurban, or other transportation companies organized under the laws of this state shall pay the following incorporation fees: (1) On all lines not exceeding twenty-five (25) miles in length, one hundred dollars ($100); and (2) On lines exceeding twenty-five (25) miles in length, four dollars ($4.00) per mile for every additional mile the company proposes to construct or operate, and the company shall pay four dollars ($4.00) per mile for any increase by reason of construction. (b) Every express company, sleeping car company, and private car company organized under the laws of this state shall pay to the Treasurer of State incorporation fees of one dollar ($1.00) per mile for every mile of railroad over which such a corporation proposes to do business in Arkansas.

Ark. Code Ann. § 23-11-103 Railroads and express companies — Annual reports — Failure to report — Penalty.

(a) It is the duty of every person or corporation operating any railroad or express company in this state to make annual returns of the business of the railroad or express company to the Arkansas Department of Transportation. (b)(1) The returns shall embrace all receipts and expenditures of the railroad or express companies in this state and are to be made according to forms furnished by the department for that purpose. (2) The returns shall be made within thirty (30) days after the end of each year to which they relate. (3) The returns shall be sworn to by some officer of the railroad or express company having knowledge of the matters therein stated. (c)(1) Any person or corporation who fails or refuses to make the returns shall be liable to a penalty of fifty dollars ($50.00) for each day of such a failure or refusal. (2) The penalty is to be recovered by action commenced in the name of the State of Arkansas in any court having jurisdiction of the amount, the action to be prosecuted as provided in this act.

Ark. Code Ann. § 23-11-104 Report of department as to information regarding railroad companies.

(a)(1) The Arkansas Department of Transportation shall ascertain as early as practicable the amount of money expended in the construction and equipment per mile of every railroad in Arkansas, the amount of money expended to procure the right-of-way, and the amount of money it would require to reconstruct the roadbed, track, and depots and to replace all the physical properties belonging to the railroad. (2) The department shall also ascertain the amounts paid for salaries to the officers of the railroad, the wages paid to employees, and the operating expenses of each and every railroad in this state, including repairs and interest on indebtedness. (b) When the information required by this section is obtained, it shall be communicated to the Attorney General by report. A duplicate of the report shall be filed with the Auditor of State for public use, and the information shall be printed, from time to time, in the annual report of the department.

Ark. Code Ann. § 23-11-201 Title.

This subchapter shall be known as the “Railroad Incorporation Act of 1959”.

Ark. Code Ann. § 23-11-202 Definitions.

(a) For purposes of this subchapter, unless the context otherwise requires: (1) “Department” means the Arkansas Department of Transportation or such other department as may be created or established for the purpose of regulation of common carriers in the State of Arkansas; and (2) “Railroad corporation” shall be deemed to include all corporations having as an object or purpose the operation, upon rails or any similar device, of rolling stock, railroad cars, engines, locomotives, motor cars, and other equipment of all types designed or intended to be operated upon rails; where such operation involves the movement or transportation of persons, goods, or property belonging to or being transported to or from any other person, firm, or corporation, and a charge, tariff, or levy is exacted as payment, reimbursement, or compensation for the movement or transportation; and where the source of power or means of locomotion is transmitted through or provided by an engine, locomotive, or other mechanical or electrical device moving or operating or designed to move upon rails or similar devices. (b) The provisions of this subchapter shall not apply to the transportation of passengers by rail in scenic or excursion type service. Any individual, corporation, limited liability company, partnership or association providing such a service shall be exempt from the jurisdiction of the department, provided that the operations are subject to the safety regulations and jurisdiction of the Federal Railroad Administration.

Ark. Code Ann. § 23-11-203 Articles of incorporation.

(a) The articles of incorporation of any contemplated railroad corporation shall contain all of the information prescribed for inclusion in the application to be filed with the Arkansas Department of Transportation by § 23-11-204. However, it shall not be necessary that the articles contain a statement of the manner in which the public convenience, necessity, and interest will be served by the granting of the charter, nor shall it be necessary that a preliminary survey of the proposed roadway or route be attached to the articles. (b) The articles shall contain and set forth, subject to the limitations imposed by law or the Arkansas Constitution, those powers which it is desired by the incorporators that the contemplated corporation shall exercise. However, the statement of powers may be general in nature, and a general statement of powers in the articles shall not have the effect of prohibiting the corporation from exercising those powers specifically granted by the law of this state, unless so provided by the articles.

Ark. Code Ann. § 23-11-204 Formation of railroad corporation — Application — Contents.

Any number of persons, not fewer than three (3), being subscribers of the stock of any contemplated railroad corporation and desiring to form a railroad corporation under the laws of this state, may do so by first filing an application with the Arkansas Department of Transportation, setting forth the following information: (1) The name of the proposed corporation. The corporate name must end with abbreviation “Inc.” or must include the word “corporation” or “incorporation” or may include the word “company” or the abbreviation “Co.” if that word or abbreviation is not immediately preceded by the word “and” or the abbreviation “&”; (2) The purpose of the corporation; (3) The duration of the corporation, which may be perpetual or limited; (4) The name of its resident agent, which resident agent may be either an individual or a corporation, and the address of the resident agent must be shown with particularity; (5) If the corporation is to be authorized to issue: (A) Only one (1) class of stock, the total number of shares of stock which the corporation shall have authority to issue, and: (i) The par value of each of the shares; or (ii) A statement that all the shares are to be without par value; or (B) More than one (1) class of stock, the total number of shares of all classes which the corporation shall have authority to issue, and: (i) The number of the shares of each class thereof that are to have a par value and the par value of each share of each such class; (ii) The number of shares that are to be without par value; and (iii) A statement of all or any of the designations and the powers, preferences, and rights, and the qualifications and limitations or restrictions thereof which are permitted by the provisions of the laws of this state governing the issuance of stock by private corporations in respect to any classes of stock of the corporation and the fixing of which by means of the articles of incorporation is desired and an express grant of such authority as it may then be desired to grant to the board of directors to fix, by resolutions, such powers, preferences, rights, qualifications, limitations, and restrictions that may be desired but which shall not be fixed by the articles; (6) The amount of paid-in capital with which the corporation will begin business. The amount shall not be less than three hundred dollars ($300); (7) The name and post office address of each of the incorporators and a statement of the number of shares subscribed by each, which number shall not be less than one (1), and the class of shares for which each has subscribed; (8) A statement, verified under oath by three (3) of the incorporators, setting forth the manner in which the public convenience, necessity, and interest will be served or promoted by the granting of a charter authorizing the establishment of the proposed corporation and construction or acquisition of the railroad, yards, shops, tracks, and other facilities proposed to be constructed or acquired by the corporation; and (9) A preliminary survey of the proposed roadway or route of the line or tracks to be constructed or acquired by the corporation shall be attached to the application. The application shall set forth in detail the proposed location of all rights-of-way and other facilities of the corporation and the cities or other points through which, in which, or to which it proposes to establish its line or other facilities.

Ark. Code Ann. § 23-11-205 Application for incorporation — Hearing — Order of department.

(a) Promptly after the filing of an application for the organization of a railroad corporation, the Arkansas Department of Transportation, under and in accordance with rules and regulations to be established by the department, shall set a date for a hearing upon the application and shall provide that notice of the hearing shall be given to all persons whose interest may be adversely affected by the granting of the application. (b) The department shall issue its order authorizing the granting of a charter to the proposed corporation if after the hearing the department finds that: (1) A need exists for the formation of the railroad corporation; (2) The public good and convenience will be served thereby; and (3) The proposed financing of the corporation is adequate to permit and enable the corporation to provide all of the services and facilities proposed and to protect the public interest. (c) A copy of the department's order, together with verified copies of the articles of incorporation, shall be filed in the office of the Secretary of State.

Ark. Code Ann. § 23-11-206 Issuance of charter.

Upon the payment of the fees prescribed by law, the Secretary of State shall issue to the corporation a charter granting unto it perpetual existence in accordance with its articles of incorporation unless a limited term of existence shall be provided for in the articles.

Ark. Code Ann. § 23-11-207 Filing of papers — Effect.

(a) Certified copies of the articles of incorporation together with copies of the charter issued by the Secretary of State and the order of the Arkansas Department of Transportation shall be filed in the office of the county clerk of each county through which the proposed line shall be situated or into which the proposed line shall extend. (b) Upon the filing of the articles in the office of the county clerk as provided in subsection (a) of this section, the corporation shall be subject to all liabilities otherwise provided by the law of this state except as such powers may be limited by the articles of incorporation.

Ark. Code Ann. § 23-11-208 Characteristics and powers generally of corporation.

When the charter and articles of incorporation shall have been filed as provided in §§ 23-11-205 and 23-11-207 , the persons who shall have signed and acknowledged the articles of incorporation and their successors shall be a body politic and corporate by the name stated in the articles, and the corporation: (1) Shall be capable of suing and being sued; (2) May have a seal; (3) Shall be capable in law of purchasing, holding, and conveying any real estate and personal property whatever which may be necessary or desirable for the business of the corporation, for the construction, maintenance, or acquisition of a railroad, and for the erection of all necessary buildings, yards, and appurtenances for the use of the railroad; and (4) May receive, hold, enjoy, and convey any lands or interest in lands that may be given, granted, or donated to it.

Ark. Code Ann. § 23-11-209 Specific powers and liabilities.

Every such corporation shall possess the general powers and be subject to the general liabilities and restrictions expressed in the special powers following, that is to say: (1) To cause such examinations and surveys by their officers, agents, and servants for the proposed railroad to be made as may be necessary for the selection of the most advantageous route for the railroad and for this purpose to enter upon lands or waters of any person, but with their officers, agents, and servants subject to responsibilities for all damages which they shall do thereto; (2) To receive, hold, and take such voluntary grants and donations of real estate and other property as shall be made to the company to aid in the construction, maintenance, and accommodation of the railroad. However, real estate thus received by voluntary grant shall be held, used, and disposed of by the company only according to the terms of the grants; (3) To purchase and, by voluntary grants and donations, receive and take and, by its officers, engineers and surveyors, and agents, to enter upon and take possession of and hold and use all such lands and real estate and other property as may be necessary for the construction and maintenance of its railroad and the stations, depots, and other accommodations necessary to accomplish the object for which the corporation is created, but not until the compensation to be made therefor, as agreed upon by the parties or ascertained as hereinafter provided, is paid to the owners thereof, or deposited as hereinafter directed, unless the consent of the owner is given to enter into possession; (4) To lay out its road, not exceeding six (6) rods wide, and to construct the road, and, for the purpose of cuttings, embankments, and procurements of stone and gravel, the corporation may take as much more land, within the limits of the charter and in the manner provided hereinafter, as may be necessary for the proper construction and security of the road; (5) To construct their road upon or across any stream of water, watercourse, road, highway, railroad, or canal which the route of the road shall intersect, but the corporation shall not fill up, change, or permanently obstruct the channel of any navigable stream or other stream of water or watercourse but shall cross the stream or watercourse by bridge, trestle, or culvert and leave the stream or watercourse open so that the water may at all times flow in the natural channel. When its bridge, trestle, or culvert is constructed, the corporation shall remove from the bed of the stream or watercourse any temporary obstruction placed therein by it which will interfere with the flow of the water and shall restore the stream or watercourse, road, or highway thus intersected to its former state, or as nearly as may be and so as not to have impaired its usefulness; (6) To take, transport, carry, and convey persons and property and to receive tolls or compensation therefor; (7) To erect and maintain all necessary and convenient buildings, stations, depots, yards, passing and switching facilities, fixtures, and machinery for the accommodation and use of their passengers, freight, and business and to take, obtain, and hold the lands necessary therefor; (8) To regulate the time and manner in which passengers and property shall be transported and the tolls and compensation to be paid therefor, subject to the approval of the Arkansas Department of Transportation; (9) To borrow money, at such rate of interest as the board of directors may determine, to be applied to the acquisition or construction of their railroad and all necessary and convenient buildings, stations, depots, yards, passing and switching facilities, and fixtures, to the purchase or other acquisition of equipment for use in connection with its business, engines, cars, and other rolling stock of every description, and to the refinancing of existing indebtedness and to no other purpose; (10) To, at any time by means of subscription to the capital stock of any other railroad company or otherwise, aid the other company in the construction of its railroad, within or without the state, for the purpose of forming a connection to the other road, with the road owned by the company furnishing the aid. Any such railway company which may have built its road to the boundary line of the state may extend into the adjoining state and, for that purpose, may build or buy or lease a railroad in the adjoining state and operate the railroad and may own such real estate and other property in any adjoining state as may be convenient in operating the road, subject to approval by two-thirds (2/3) of its stockholders and the department under rules established by the department; and (11) To make donations for the public welfare or for charitable, scientific, or educational purposes.

Ark. Code Ann. § 23-11-210 Stockholders' first meeting.

(a) As soon as practicable after the charter and articles of incorporation shall have been filed in the office of the Secretary of State and in the offices of the county clerk as provided by other provisions of this subchapter, the subscribers of the articles of incorporation shall fix a time and place for a meeting of the stockholders to choose directors of the corporation. (b)(1) The meeting shall be held at such place within or without the State of Arkansas as shall be determined by the incorporators. Notice thereof shall be given to the stockholders of the corporation by notice directed to each stockholder at the last address of record on the stock records of the corporation unless waiver of notice thereof shall have been filed with the incorporators. (2) The notice shall be given at least ten (10) days prior to the date set for the meeting.

Ark. Code Ann. § 23-11-211 Annual and special meetings of stockholders.

(a) Every railroad corporation incorporated under the laws of this state shall prescribe in its bylaws the time for holding an annual meeting of the stockholders of the corporation for the purpose of electing directors and the transaction of such other business as may be necessary or desirable. (b) The meeting shall be held upon the date fixed by the bylaws at such time and place within or without the State of Arkansas as shall be determined by the board of directors. (c) Notice of the meeting setting forth the time and place of the meeting shall be given to each stockholder at least ten (10) days in advance of the meeting by mailing notice in the United States mail to the stockholder at his or her last address of record on the stock records of the corporation. (d)(1) Special meetings of stockholders may be called at any time during the interval between annual meetings by a majority of the board of directors or by stockholders owning not less than one-third (1/3) of the stock and by giving notice to all stockholders in the manner provided for notice of annual meetings by subsection (c) of this section, at least twenty (20) days in advance of the date fixed for the meeting. (2) When any special meeting is called, the particular object of the call shall be stated. If at any special meeting thus called a majority in value of the stockholders are not present in person or by proxy, then no business shall be transacted. (e) Notice of any annual or special meeting of stockholders may be waived in writing.

Ark. Code Ann. § 23-11-212 Voting of shares generally.

(a)(1) The owner of any share of any railroad corporation organized under the law of this state may vote in person or by proxy at any meeting of the stockholders. (2) The owner of record of the stock as reflected by the stock records of the corporation at the time of the meeting shall have the right to vote the stock. (b) Every administrator, executor, guardian, or trustee who shall have filed with the secretary of the corporation evidence of his or her authority to act in regard thereto shall be allowed to represent the shares of stock in his or her hands at all meetings of the stockholders of the corporation and hold the stock as a stockholder.

Ark. Code Ann. § 23-11-213 Board of directors — Members.

(a) The directors of every railroad corporation shall have the power to make bylaws, and the bylaws shall provide for a board of directors composed of not fewer than three (3) persons. (b)(1) Directors shall be chosen at the stockholders' meeting by ballot and by a majority of the votes of the stockholders being present in person or by proxy. (2) Every stockholder who is present, in person or by proxy, at the election or at any subsequent election of directors shall be entitled to vote the number of shares of stock which he or she owns for as many persons as there are directors to be elected, or to cumulate his or her shares so as to give one (1) candidate as many votes as the number of directors multiplied by the number of shares of stock which he or she owns shall equal, or to distribute them on the same principle among as many candidates as he or she shall determine. (c) The directors shall serve for terms of one (1) year and until their successors are elected and qualified.

Ark. Code Ann. § 23-11-214 Board of directors — Meetings.

(a) Except as may be otherwise provided by law or by the bylaws, a majority of the board shall constitute a quorum for the transaction of business. (b) The board of directors shall hold one (1) regular annual meeting within or without the State of Arkansas on the date fixed by the bylaws.

Ark. Code Ann. § 23-11-215 Board of directors — Powers generally.

The management of the affairs of the corporation shall be vested in the board of directors, and, subject only to the limitations provided by law or by its articles, the board shall have full control over the affairs of the corporation and may authorize the exercise of all of its corporate powers.

Ark. Code Ann. § 23-11-216 Board of directors — Issuance of bonds, certificates of indebtedness — Security.

In addition to the rights and powers conferred on railroad corporations by their charters and the laws of this state, the directors are authorized and empowered, by and with the consent or approval of a majority of the stockholders, to cause to be issued and executed, bonds or other evidences of indebtedness whenever deemed expedient and to secure the payment of the indebtedness by a mortgage or deed of trust or other encumbrance of all or any part of their charters, franchises, income, rights-of-way, materials, roadbeds, rails, railroads built and to be built, rolling stock, lands, and other corporate properties owned or afterward acquired.

Ark. Code Ann. § 23-11-217 Dividends — Declaration and payment by board of directors.

(a)(1) The board of directors are also empowered to declare and pay dividends to the stockholders. (2) Dividends may be declared and paid by the board of directors, either in cash, in tangible or intangible choses in action or property, or in stock, subject to such restrictions as may be contained in the articles of incorporation or the laws of this state relative to sources of funds for payment of dividends by private corporations. (b) Nothing contained in this section shall prevent the stockholders of any corporation, or the directors thereof, from setting apart, out of any of the funds of the corporation available for dividends, a reserve or reserves for any proper purpose or from abolishing any such reserve. (c) A director shall be fully protected when relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liability, net earnings, net profits, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends may properly be declared and paid.

Ark. Code Ann. § 23-11-218 Officers and committees of board of directors.

(a) The board of directors shall select the officers of the corporation. (b) There shall be: (1) A president of the company, who shall be chosen by and from the directors; (2) Such committees of the board of directors vested with such authority and powers as may be fixed by resolution of the board of directors or by the bylaws of the company; and (3) Such subordinate officers of the company as may be designated by the bylaws and who may be elected or appointed as provided in the bylaws.

Ark. Code Ann. § 23-11-219 Subscription contracts for sale of stock.

Railroad corporations organized under the law of this state are authorized to enter into subscription contracts for the sale of their stock under such terms, conditions, and restrictions and subject to such liabilities relative thereto as are provided by law for such contracts by private corporations, except as such contracts may be restricted by the articles of incorporation or the Arkansas Department of Transportation.

Ark. Code Ann. § 23-11-220 Amendment of articles of incorporation.

(a) Amendments to the articles of incorporation of any railroad corporation incorporated under the law of this state shall be made only by the vote of a majority of the stockholders of the corporation. (b)(1) No amendment shall be voted upon unless and until notice of an intention to present the amendment to a meeting of the stockholders shall have first been served upon all stockholders of the corporation by mailing the notice through the United States mail directed to the stockholders at the address of record on the stock records of the corporation at least thirty (30) days prior to the date set for the meeting. (2) The notice shall contain full information as to the proposed amendment. (3) Waiver of notice of the meeting by all of the stockholders of the corporation and filed with the secretary of the corporation shall be deemed to be compliance with the requirements of this section for notice of the proposed amendment to the stockholders. (c)(1) No amendment of the articles of incorporation of a railroad corporation shall become effective unless and until the amendment has been first approved by the Arkansas Department of Transportation. (2) The department shall establish rules governing the procedure for conducting hearings and making such determinations as it shall deem advisable for the purpose of approving amendments to the articles of incorporation and charter of railroad corporations incorporated in this state. (d) A fee of five dollars ($5.00) shall be paid to the Secretary of State for filing each amendment. (e) After the adoption of the amendment and the approval of the amendment by the department as provided by subsection (c) of this section, copies of the amendment, together with a certified copy of the order of the department approving the amendment, shall be filed in the office of the Secretary of State and in the office of the county clerk in each county in which the original articles are required to be filed by other provisions of this subchapter. (f) It shall not be necessary to secure the approval of the department for a change of designation of resident agent of the corporation. Such a change may be made at any time by the board of directors by duly adopted resolution and the filing of copies of the change with the department, the Secretary of State, and the county clerk in each county in which the articles of incorporation are required to be filed by the provisions of this subchapter.

Ark. Code Ann. § 23-11-221 Dissolution or liquidation of railroad corporation.

(a) Railroad corporations organized under the laws of this state may be dissolved or liquidated, wholly or in part, after approval of the action by the Arkansas Department of Transportation in the manner provided by the law for dissolution or liquidation of business corporations organized under the laws of this state. (b) Certified copies of the order of the department approving the dissolution or liquidation shall be filed in the office of the Secretary of State and in the office of the county clerk in each county where the articles of incorporation are required to be filed.

Ark. Code Ann. § 23-11-222 Corporations existing prior to June 11, 1959 — Application of subchapter — Extension of existence.

(a) This subchapter shall be applicable to all railroad corporations organized under the laws of this state, provided that each existing railroad corporation may, within two (2) years of June 11, 1959, file with the Arkansas Department of Transportation, the Secretary of State, and the county clerk of each county in which its articles of incorporation are then filed an amendment to its articles of incorporation adopted by not less than two-thirds (2/3) of its stockholders, at an annual or special meeting, setting forth the period of existence desired for the corporation. (b) When the filings are completed, the corporation's existence shall be deemed extended according to the terms of the amendment. However, if any such corporation fails to file the amendment, then its charter shall expire at the time it would have expired had this subchapter not been adopted unless it is extended prior to the expiration in the manner provided by law for extension of railroad corporation charters.

Ark. Code Ann. § 23-11-223 Corporations existing prior to June 7, 1945 — Extension of charter.

(a) Upon the application of any railroad corporation chartered under the laws of this state prior to June 7, 1945, accompanied by a resolution of the board of directors of the railroad corporation, the Arkansas Department of Transportation is authorized to extend the charter of any such railroad corporation in accordance with the petition and the resolution of the board of directors of the railroad corporation, or on such terms as the department shall prescribe. (b) If the petition is allowed, the department shall cause its approval to be endorsed upon the resolution presented with the petition, together with such restrictions as may be imposed by the department. The resolution shall be filed with the Secretary of State and certified in the same manner as prescribed by law with respect to the original articles of incorporation.

Ark. Code Ann. § 23-11-301 Authority of railroad to sell or lease road or property.

Every railroad corporation incorporated under the laws of this state whose road is wholly or in part constructed and operating is authorized to sell, lease, or otherwise dispose of the whole, or any part, of its roadways, and rights-of-way, with the franchises thereto belonging, and its other property to any connecting railroad company or to any railroad corporation organized under the laws of this state, upon such terms and conditions as may be agreed upon by the board of directors of the corporation and ratified by a two-thirds (2/3) vote of the issued capital stock thereof, and is authorized to receive the bonds or stock of the purchasing corporation in whole or in part payment of the purchase.

Ark. Code Ann. § 23-11-302 Authority to sell or lease road or property to connecting foreign railroad — Authority to acquire other railroads — Ratification.

(a) Subject to the approval thereof by the Arkansas Department of Transportation under such rules for procedure as it may establish and a determination that such action will be in the public interest, any railroad corporation in this state may sell or lease its road, property, and franchise to any other railroad corporation duly organized and existing under the laws of any other state or territory whose line of railroad shall so connect with the leased or purchased road by bridge, ferry, or otherwise as to practically form a continuous line of railroad. (b) Any railroad corporation in this state may buy or lease or otherwise acquire any railroad with all the property, rights, privileges, and franchises thereto pertaining, or buy the stock and bonds, or guarantee the bonds of any railroad corporation incorporated or organized within or without this state whenever the roads of the companies form in the operation thereof a continuous line or lines. (c) Before any such lease or sale is valid, it must be approved and ratified by persons holding or representing two-thirds (2/3) of the capital stock of each of the companies respectively, at a stockholders' meeting called for that purpose.

Ark. Code Ann. § 23-11-303 Construction, purchase, or lease of railroad in adjoining state authorized.

Any railway company which may have built its road to the boundary line of the state may extend into the adjoining state and for that purpose may build, buy, or lease a railroad in the adjoining state and operate the railroad. The company may own such real estate and other property in the adjoining state as may be convenient in operating the road.

Ark. Code Ann. § 23-11-304 Formation of connecting lines — Aid to construction of other railroad authorized.

Any railroad company heretofore incorporated or hereafter organized, in pursuance of law, may aid any other company at any time, by means of subscription to the capital stock of the other railroad company, or otherwise, in the construction of its railroad within or without the state for the purpose of forming a connection to the other road with the road owned by the company furnishing the aid.

Ark. Code Ann. § 23-11-305 Consolidation when lines connect at state boundary line.

(a) Any railroad companies organized under the laws of this state whose roads connect at the boundary line of this state are authorized to consolidate and form one (1) company owning and controlling the consolidated line of road, with all the powers, rights, privileges, immunities, and franchises, and 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. (b) In order to accomplish the consolidation, the companies interested may enter into a contract fixing the terms and conditions thereof. (c)(1) A certified copy of the articles of agreement with the corporate name assumed by the new company shall be filed with the Secretary of State, at which time the consolidation shall be considered duly consummated. (2) A certified copy of the articles of agreement from the office of the Secretary of State shall be evidence of the consolidation. (d) The boards of directors of the consolidating companies may then proceed to carry out the contract according to its provisions, calling in and cancelling all stock issued by the consolidating companies. The board of directors of the new company shall issue stock in the new company in lieu of the cancelled stock in accordance with the terms of consolidation.

Ark. Code Ann. § 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.

Ark. Code Ann. § 23-11-307 Consolidation with foreign corporation.

(a) Any corporation formed under the laws of this state and chartered thereby may consolidate with any corporation of any adjoining state in the manner provided by law. (b) The consolidated corporation shall become, be, and remain a corporation of this state and amenable to its laws and courts. (c)(1) No such consolidation shall be effected except between corporations, the union of whose roads will make a continuous line. (2) Nor shall any consolidated company own, control, operate, lease, purchase, or consolidate with any parallel or competing line.

Ark. Code Ann. § 23-11-308 Bonds issued by leasing, purchasing, or consolidating corporation — Security for bonds.

(a) For the purpose of carrying out and executing any or all of the powers granted in §§ 23-11-301, 23-11-303 — 23-11-306, 23-11-309, and 23-11-315, bonds or other evidences of debt may be issued by any leasing, purchasing, or consolidating corporation, not inconsistent with the Arkansas Constitution. (b) Mortgages or deeds of trust may be executed by the corporation on any or all of its real, personal, or mixed property and upon its roadbed, rights-of-way, cars, locomotives, and other rolling stock and equipment, its machinery, tools, implements, fuel, material, and income, either within or without this state, and on all other things or property held or to be acquired for the construction, operation, or repair of the railroad or for the repair or replacement of any other equipment or appurtenances as a part and parcel of the railroad and as constituting with the railroad one (1) property and a continuous railroad line in order to secure the payment of the bonds or other evidences of debt. Included in the property subject to the mortgages or deeds of trust shall be the franchise of acting as and being a corporation and all other franchises, rights, and privileges granted by this act or in any way appertaining to the corporations as aforesaid.

Ark. Code Ann. § 23-11-309 Stockholders' consent required for purchase of stock, lease, or consolidation.

No aid as provided in § 23-11-304 shall be furnished, nor shall any purchase, lease, subletting, consolidation, or arrangements be perfected, until: (1) A meeting of the stockholders of all the companies, parties to the agreement, whereby a railroad in this state may be aided, purchased, leased, sublet, consolidated, or affected by such an arrangement has been called by the directors thereof, at such time and place and in such manner as the directors shall designate, 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 board of directors shall deem expedient; (2) The holders of two-thirds (2/3) of the issued capital stock of such companies have assented thereto in person or by proxy; and (3) A certificate thereof signed by the president and secretary of the company or companies has been filed in the office of the Secretary of State.

Ark. Code Ann. § 23-11-310 Articles of consolidation or purchase — Amount of capital stock.

(a) Articles of consolidation or purchase shall be signed by a majority of the directors of the respective companies and shall be filed and recorded in the office of the Secretary of State. (b) The articles of consolidation or purchase shall set forth the amount of the capital stock, the names of the officers of the companies thus formed, and all conditions, agreements, and stipulations in the premises. (c) The amount of the capital stock of the company thus formed may be fixed at any amount not exceeding the aggregate sum authorized by the charter or articles of incorporation of the respective companies thus merging or amalgamating.

Ark. Code Ann. § 23-11-311 Control of parallel or competing line prohibited — Contracts, etc., void — Penalties.

(a)(1) No railroad or the lessees, purchasers, or managers of any railroad shall consolidate the stock, property, or franchises of the corporation with, nor lease or purchase the works or franchises of, nor in any way control any other railroad owning or having under its control a parallel or competing line, nor shall any officer of such a railroad act as an officer of any other railroad owning or having control of a parallel or competing line; (2) In all cases under this section, when demanded by either party, the question whether railroads are parallel or competing lines shall be decided by a jury. (b)(1) All acts or attempted acts of any railroad, or the lessees, purchasers, or managers of any railroad, in violation of any of the provisions of subsection (a) of this section shall be void. (2) Any person or party aggrieved or affected by any such acts or attempted acts, whether stockholders or not, may bring an action against them in the circuit court of any county through which the railroad passes. The court shall have jurisdiction in the case and power to set aside any such acts or attempted acts as void, and to restrain and enjoin the acts or attempted acts and grant all other proper relief. (c) Any officer of the railroad who violates subsection (a) of this section, by acting also as an officer of any other parallel or competing line of railroad, as therein prohibited, shall forfeit and pay not less than twenty-five dollars ($25.00) nor more than five hundred dollars ($500) per day during the time he or she so violated subsection (a) of this section, to be recovered by civil action brought by like parties and in like manner, as provided in subsection (b) of this section.

Ark. Code Ann. § 23-11-312 Rights and privileges of consolidated and purchasing companies.

(a) When any two (2) railroad companies shall become consolidated under the laws of this state or when any railroad which has been wholly or partially constructed shall become the lawful purchaser or owner of another line which has not been constructed, the consolidated company, or company purchasing the unconstructed line, shall have all the rights, privileges, and franchises of the original companies and have the same length of time from the date of consolidation within which to comply with the requirements of Acts 1885, No. 104, §§ 1 and 2 [repealed], as was originally allowed to railroad companies under that act. (b) Nothing contained in this section shall be so construed as to exempt any railroad or extension or branch thereof from legislative control in the same manner and to the same extent as railroads organized under the general laws of this state.

Ark. Code Ann. § 23-11-313 Debts of purchased or consolidated companies — Claims.

(a)(1) Whenever any railroad company, corporation, or individual purchases any railroad from any other railroad company, corporation, or individual, the company, corporation, or individual purchasing shall take and hold the railroad subject to all debts, liabilities, and obligations of the company from which the road was purchased. (2) Whenever any two (2) or more railroad companies shall be consolidated, the consolidated company shall be liable for all the debts, liabilities, and obligations of all the consolidated companies. (b) All persons or corporations having claims against the purchasing company or individual under this section shall present the claims to the purchasing company or individual within twelve (12) months after receiving notice from the purchasing company or individual of the sale or be forever barred.

Ark. Code Ann. § 23-11-314 Forfeiture of lease — Ouster.

(a) The franchise and all charter rights whatsoever of any railroad company in and to all railroad, roadbed, bridge, depot, or other railroad property, as well as the possession of, and right to operate, which may have been acquired by the railroad under and by virtue of any lease, shall be forfeited and the railroad company ousted of its right thereunder to operate, possess, or control the railroad, if: (1) The lease has not been made in conformity with the statute governing the making of such leases; or (2) The lessee fails to maintain the property in good repair so as to afford safe and reasonably prompt facilities of travel to the public or fails to furnish reasonable shipping accommodations for freight to its patrons. (b) This section may be enforced at the instance of the state by its Attorney General, by information in the nature of quo warranto or other proper suit in any court having jurisdiction. (c) Whenever any railroad company, by the judgment of any court rendered in any suit instituted by the state, shall be ousted of the possession of or right to operate any railroad, bridge, depot, or other property leased to the company by any other railroad company, then the lessor shall immediately succeed to all the rights in and to the leased property had and enjoyed by it at the time of the execution of the lease, if the lessor has been in no way responsible for the acts upon which the judgment was based except in the making of the lease.

Ark. Code Ann. § 23-11-315 Corporations formed to purchase or lease railroads — Stock issued in payment deemed fully paid shares.

(a) Subject to the provisions of Acts 1959, No. 30, corporations may be formed for the purpose of purchasing or leasing the whole or any part of any railroad, and that purpose or object shall be stated in the application and articles of incorporation. (b) All shares of stock issued in payment of the purchase shall be deemed to be fully paid shares.

Ark. Code Ann. § 23-11-401 Authority to construct railroads in state.

Any railroad company existing under the laws of any other state or territory may extend and construct its railroad into or through this state.

Ark. Code Ann. § 23-11-402 Purchase or lease of state roads — Exception.

Subject to approval thereof by the Arkansas Department of Transportation under such rules for procedure as it may establish and a determination that action will be in the public interest, any railroad corporation existing under the laws of any other state or territory may buy, lease, or otherwise acquire any railroad, the whole or part of which is in this state, with all the rights, privileges, and franchises thereto pertaining, or buy the stock and bonds, or guarantee the bonds of any railroad corporation incorporated or organized under the laws of this state whenever the roads of such companies shall form in the operation thereof a continuous line or lines. However, the road so purchased shall not be parallel or competing with the purchasing road.

Ark. Code Ann. § 23-11-403 Lessor and lessee of railroad subject to laws.

A corporation in this state leasing its road to a corporation of another state shall remain liable as if it operated the road itself, and a corporation of another state, being the lessee of a railroad in this state, shall likewise be held liable for the violation of any of the laws of this state and may sue or be sued in all cases, and for the same causes and in the same manner, as a corporation of this state might sue or be sued if operating its own road, but a satisfaction of any claim or judgment by either of the corporations shall discharge the other.

Ark. Code Ann. § 23-11-404 Right to tax uncurtailed.

Nothing in §§ 23-11-302 , 23-11-401 , and 23-11-402 shall be held or construed as curtailing the right of state or counties through which a consolidated, leased, or purchased road may be located to levy and collect taxes upon the road and the rolling stock thereof, pro rata, in conformity with the provisions of the laws of this state upon that subject.

Ark. Code Ann. § 23-11-501 Grants for purpose of aiding in construction of railroads.

(a) Any person or corporation, public or private, who may wish to donate, grant, or devise any lands or other property for the purpose of aiding in the construction, building, or running of any railroad within this state, under the provisions of this act, may, by deed or otherwise, convey the lands or other property to the state for that purpose. The property shall then be held by the state for that purpose solely. (b) The donor, grantor, or devisor may, at his or her discretion, designate the railroad company or association to which the lands or other property shall be appropriated. (c) If the road or corporation is not completed within the time fixed by law, the land or property so donated shall revert back to the donor, grantor, or devisor.

Ark. Code Ann. § 23-11-502 Lands forfeited upon failure to apply for and accept conveyance.

Any railroad company which becomes entitled to a conveyance of any lands from the state shall apply therefor and accept a conveyance from the state within six (6) months after completion of the act by which it became entitled to the conveyance. Any company which fails to do so within the time aforesaid shall forfeit all lands for which it fails to apply within such time.

Ark. Code Ann. § 23-11-503 Forfeited lands revert to state.

All lands forfeited under the provisions of this section and §§ 23-11-502 and 23-11-505 shall revert to and belong to the State of Arkansas and shall be sold as other lands.

Ark. Code Ann. § 23-11-504 Report of failure to accept or forfeiture of lands — Lands proclaimed subject to sale.

(a) The Commissioner of State Lands is charged with the duty of making inquiry and of reporting to the Governor all failures of any railroad company to make application and accept conveyance within the time specified in § 23-11-502. He or she shall report all failures with a list of the lands forfeited by the nonapplication. (b) Upon receipt of the report, the Governor shall make proclamation that the lands have been forfeited and are subject to sale by the state.

Ark. Code Ann. § 23-11-505 List of lands conveyed — Assessment.

(a) It shall be the duty of the Commissioner of State Lands, immediately upon the execution of any conveyance conveying lands to any railroad company, to make a list of the lands conveyed and send the list of the lands conveyed to the assessor of the county in which the lands are situated. (b) The assessor shall at the next assessment assess the lands for taxation as the property of the railroad company in the same manner that other lands are assessed.

Source: Public.Resource.Org / UniCourt, Official Code of Arkansas Annotated, Release 78 (2020) (unicourt.github.io/cic-code-ar)URL: https://unicourt.github.io/cic-code-ar/transforms/ar/ocar/r78/gov.ar.code.title.23.htmlFetched: 11/8/2026