Compiled and edited by Charles J. Kappler. Washington : Government Printing Office, 1904.
|Chap. 330||Choctaw Coal and Railway Company.|
|Chap. 330||Rights, etc., vested in purchaser.
1888, ch. 13, ante, p. 256;
1896, ch. 122, post, p. 595.
|Chap. 330||Proviso. Land at South McAlester.|
|Sec. 2||Organization of new corporation.|
|Sec. 2||Capital, etc.|
|Sec. 2||Proviso. Stock limit.|
|Sec. 3||Certificate of organization, etc., to be filed.|
|Sec. 3||Proviso. Coal leases.
26 Stat., 650.
|Sec. 4||Construction of branch roads.
1896, ch. 122, post, p. 595;
1900, ch. 111, post, p. 697.
|Sec. 4||Proviso. Condition.|
|Sec. 5||Corporate rights.|
|Sec. 6||Annual election of officers.|
|Sec. 6||Action on by-laws, etc.|
|Sec. 7||Manner of elections|
|Sec. 7||Votes of shareholders.|
|Sec. 8||Amendment, etc.|
Whereas the Choctaw Coal and Railway Company, a corporation created under and by virtue of the laws of the State of Minnesota, and now doing business in the Indian Territory and Oklahoma Territory under and by virtue of certain Acts of Congress empowering it so to do, is insolvent, and in order to enable the creditors and stockholders
of the same to reorganize said company in such a way as to secure the completion of the railroad authorized to be constructed by said company, a sale of its property and franchises is necessary: Therefore,
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the purchasers of the rights of way, railroads, mines, coal leasehold estates, and other property, and the franchises of the said Choctaw Coal and Railway Company at any sale made under or by virtue of any process or decree of any court having jurisdiction thereof, shall be, and are hereby, constituted a corporation and shall be vested with all the right, title, interest, property, possession, claim, and demand in law and equity, of, in, and to such rights of way, railroads, mines, coal leasehold estates, and property of the said Choctaw Coal and Railway Company, and with all the rights, powers, immunities, privileges, and franchises which have been heretofore granted to or conferred upon said company by any Act or Acts of Congress, or which it possesses by virtue of its charter under the laws of Minnesota: Provided, That such new corporation shall not have the right to acquire and hold any houses or buildings at South McAlester situate off the right of way and depot grounds of said Choctaw Coal and Railway Company.
That the said purchasers of the hereinbefore-mentioned property of the said Choctaw Coal and Railway Company shall meet within thirty days after the conveyance thereof shall have been delivered to them, and organize such new corporation by electing a president and board of nine directors (to continue in office until the second Monday of January succeeding such meeting, when, and annually thereafter, on the said day, a like election for a president and nine thereafter, on the said day, a like election for a president and nine directors shall be held to serve for one year), and shall adopt a corporate name and common seal, determine the amount of capital stock and bonds to be issued to the persons for or on whose account said property may have been purchased, and shall have power and authority to make and issue certificates for the said capital stock in shares of fifty dollars each and bonds, and may then, or at any time thereafter, create and issue preferred stock to such an amount and on such terms as they may deem necessary, and from time to time may issue bonds, and may secure all bonds by one or more mortgages upon the real and personal property and corporate rights and franchises, or either or any part or parts thereof: Provided, That the capital stock shall not be fixed at an amount in excess of the capital of the said Choctaw Coal and Railway Company, and that no bonds shall be issued except for value received in cash or property.
That it shall be the duty of such new corporation, within one calendar month after its organization, to make a certificate thereof under its common seal, attested by the signature of its president, specifying the date of such organization, the name so adopted, the amount of capital stock, and the names of its president and directors, and transmit the said certificate to the Secretary of the Interior, to be filed in his office, and there remain of record; and a certified copy of such certificate so filed shall be evidence of the corporate existence of said new corporation. And such new corporation shall also, within the said calendar month, cause to be filed in the office of the Secretary of the Interior a copy certified to as correct by the clerk of the court under whose orders or decrees said sale shall have been made, of any conveyance made to it under or by virtue of said sale of the rights of way, railroads, mines, coal leasehold estates, and other property of the said Choctaw Coal and Railway Company, and this Act shall be construed and treated as an assent upon the part of the United States to the acquisition and holding by such new corporation of the estates and premises thereby conveyed, subject to the right of said corporation to thereafter acquire, and hold such additional property as it may
lawfully do by virtue thereof: Provided, however, That as to all coal leasehold estates or leases of coal claims or rights to mine coal in the Choctaw Nation, such assent shall be upon condition that the said new corporation shall conform to all the provisions, conditions, and limitations contained, in the Act approved October first, eighteen hundred and ninety, entitled An Act giving, upon conditions and limitations therein contained, the assent of the United States to certain leases of right to mine coal in the Choctaw Nation.
That it shall and may be lawful for such new corporation to construct and operate branches from its said railroad and for such purpose to take and use rights of way not exceeding one hundred feet in width upon making compensation therefor as provided in the case of taking land for its main line, and to lease its railroads and mines and other property to any company owning or operating a railroad connecting with the railroad of said new corporation on such terms and conditions as may be agreed upon: Provided, That the right to construct branches conferred by this section shall exist and be exercised in the Indian Territory only for the purpose of developing and working the leases mentioned in the Act of Congress of October first, eighteen hundred and ninety.
That the said corporation, when organized as hereinbefore provided, shall have and possess perpetual succession and shall be able to sue and be sued, plead and be impleaded, in all courts of record and elsewhere, and shall have power to ordain, establish, and put in execution such by-laws and regulations as shall be proper, necessary, or convenient for the government of the said corporation, not being contrary to the Constitution and laws of the United States, and generally to do all and singular the matters and things which shall be necessary or convenient to enable the said company to maintain, use, and operate their railroads and mines which it may become possessed of by virtue hereof in conformity with the provisions of the Acts of Congress relating to or affecting the Choctaw Coal and Railway Company.
That the stockholders of the company shall meet on the second Monday in January in every year at such place as may be fixed on by the by-laws, notice of which meeting shall be given in the manner that may be designated by the by-laws, and choose, by a majority of the voters present or represented, a president and nine directors for the ensuing year, who shall continue in office until the next annual election and until others are chosen; at which annual meeting the said stockholders shall have full power and authority to make, order, [alter,] or repeal, by a majority of votes given, any or all such by-laws, rules, orders, and regulations as aforesaid, and to do and perform every other corporate act authorized by their charter; the stockholders may meet at such other times and places as they may be summoned by the president and directors, in such manner and form and giving such notice as may be prescribed by the by-laws. At all meetings stockholders may be represented and vote by proxy.
That the election for president and directors provided for in this Act shall be conducted as follows: The directors for the time being shall appoint three stockholders to be judges of the said election and to hold the same; the persons so appointed shall not be eligible to an election as president or director at said election and shall, respectively, take and subscribe an oath or affirmation before a notary public or other officer qualified to administer oaths well and truly and according to law to conduct such election to the best of their knowledge and ability; and the said judges shall decide upon the qualifications of voters and when the election is closed shall count the votes and declare who have been elected; and if at any time it shall happen that an election of directors shall not be made at the time specified, the corporation shall not for that reason be dissolved, but it shall be lawful
to hold and make such election of directors on any day within three months thereafter by giving at least ten days&146; previous notice of the time and place of holding said election in the manner aforesaid, and the directors of the preceding year shall in that case continue in office, and be invested with all powers belonging to them as such until others are elected in their stead. In the case of the death or resignation of a director, or a failure to elect in case of a tie vote, the vacancy may be filled by the board of directors. At all general meetings or elections by the stockholders, each share of stock shall entitle the holder thereof to one vote, and each ballot shall have indorsed thereon the number of shares represented; but no share or shares transferred within sixty days next preceding any election or general meeting of the stockholders shall entitle the holder or holders thereof to vote at any such election or general meeting, nor shall any proxy be received or entitle the holder to vote unless the same shall bear date and have been duly executed within the three months next preceding such election or general meeting.
That Congress may at any time amend, alter, or repeal this Act.
Approved, August 24, 1894.