VERNON'S TEXAS CIVIL STATUTES
CHAPTER 4. STOCK AND STOCKHOLDERS
Art. 6294. [6453] [4394] [4138] Railroad stock is personal estate
The stock of a railroad corporation shall be deemed personal
estate, and transferable in the manner prescribed by the by-laws of
the corporation; but no such transfer shall be valid until the same
shall have been made on the stock and transfer books of the company;
nor shall any share be transferable until all previous calls
thereon have been paid.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6295. [6454] [4395] [4139] Directors may require payment
The directors of such corporation may require the subscribers to
the capital stock of the corporation to pay the amount by them
respectively subscribed, in such manner and in such installments as
the directors may deem proper.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6296. [6455] [4396] [4140] Sale of unpaid stock
If any stockholder shall neglect to pay any installment as required
by a resolution or order of the board of directors, the said board
shall be authorized to advertise said stock for sale by publication
once a week for thirty days in some newspaper published on the line
of said road, if there be one, and, if not, in some newspaper
published in the State having a general circulation in the State;
which notice shall name the stock to be sold and the time and place
of such sale; and all stocks so sold shall be sold at the public
office or place of business of such company, and between the hours
of ten o'clock a.m. and four o'clock p.m. and to the highest bidder
for cash, the proceeds of such sale to be credited to the delinquent
stockholder.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6297. [6456] [4397] [4141] Books accessible
All stockholders shall at all reasonable hours have access to and
may examine all books, records and papers of such corporation.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6298. [6457] [4398] [4142] Use of corporate funds
It shall be unlawful for any railroad corporation to use any of the
funds thereof in the purchase of its own stock, or that of any other
corporation, or to loan any of its funds to any director or other
officer thereof, or to permit them or any of them, to use the same
for other than the legitimate purposes of the corporation.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6299. [6458] [4399] [4143] Liability of stockholders
Each stockholder of a railroad corporation shall be held
individually liable to the creditors of such corporation to an
amount not exceeding the amount unpaid on the stock held by him, for
all debts and liabilities of such corporation until the whole
amount of the capital stock of such corporation so held by him shall
have been paid.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6300. [6459] [4400] [4144] Who are not liable
No person holding stock in any railroad corporation as executor,
administrator, guardian or trustee, and no person holding such
stock as collateral security, shall be personally subject to any
liability as a stockholder of such corporation; but the estate or
person owning such stock, shall be considered as holding the same
and liable as a stockholder accordingly.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6301. [6460 to 6464] Increasing capital stock
If the capital stock of a railroad corporation shall be found
insufficient for constructing and operating its road, such
corporation may increase its capital stock from time to time,
subject to the following conditions:
1. Such increase shall be sanctioned by a vote in person or by
written proxy of two-thirds in amount of all the stock of such
corporation at a meeting of such stockholders called by the
directors of the corporation for such purpose.
2. Written notice of such meeting shall be given to each
stockholder, served personally or by depositing same in a post
office directed to his post-office address, postage prepaid; and
also by advertising the same in some newspaper published in each
county through or into which the said road shall run, or be intended
to run, if any is published therein. Such notice shall state the
time and place of the meeting, the object thereof, and the amount to
which it is proposed to increase such capital stock, and shall be
served or published at least sixty days prior to the day appointed
for such meeting.
3. The stock may be increased to any amount required for the
purposes mentioned in this article, not exceeding the amount
mentioned in the notice so given.
4. Every order or resolution increasing such stock shall be
recorded in the office of the Secretary of State, and such increase
shall not take effect until such order or resolution has been so
recorded.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6302. Decrease of capital stock
A railroad corporation may, in the same manner prescribed in this
chapter for an increase of capital stock, decrease its capital
stock in any amount which shall not reduce the same to less than one
thousand dollars for every mile of its road as planned and described
in its charter. But no such decrease shall prejudice the rights of
any creditor of such corporation in any claim or cause of action
such creditor may have against the company or any stockholder or
director thereof. If such decrease relates to or affects any part
of the stock that has actually been subscribed or issued, then such
decrease shall not become effective until full proof is made by
affidavit of the directors to the Secretary of State of the
financial condition of such corporation, giving therein all its
assets and liabilities, with names and post-office addresses of all
creditors and amount due each, and where the proposed decrease
affects any part of the subscribed or issued stock as aforesaid the
Secretary of State may require as a condition precedent to the
filing of such certificate of decrease that the debts of the
corporation be paid or reduced.
Acts 1915, p. 262.
Art. 6303. [6465-6] Statement to stockholders
At the regular annual meeting of the stockholders, the president
and directors shall exhibit a full, distinct and accurate statement
of the affairs of the corporation to the stockholders. Such
president and directors shall furnish similar statements at any
special meeting of stockholders when they may require the same.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6304. [6467] [4408] [4152] Loans and interest
At any regular annual meeting of stockholders, or at a special
meeting called for the purpose, the stockholders may, by a majority
in value of all the stock of such corporation, determine the amount
of loans which may be negotiated by such company for the
construction of its railway and its equipment, and fix the rate of
interest which may be paid, and provide for the security of such
loans.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6305. [6468] [4409] [4153] Removal of officers
The stockholders may, by a two-thirds vote in value of all the
stock, at any regular or special meeting of the stockholders,
remove the president or any director or other officer of such
corporation, and elect others instead in accordance with the
by-laws of such corporation and this title.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6306. [6469] [4410] [4154] Issuance of stock
No railroad corporation shall issue any stock except for money,
labor or property actually received and applied to the purpose for
which such corporation was organized; nor shall it issue any shares
of stock in said company except at its par value and to actual
subscribers who pay or become liable to pay the par value thereof.
Acts 1876, p. 145; G.L. vol. 8, p. 981; P.D. 4921.
Art. 6307. [6470] [4411] [4155] Fictitious dividends void
All fictitious dividends and other fictitious increase of the
capital stock or indebtedness of any such corporation shall be
void.
Acts 1876, p. 145; G.L. vol. 8, p. 981.
Art. 6308. [6471] [4412] [4156] Penalty
Every officer or director of a railroad company, who shall violate
or consent to the violation of either of the two preceding articles,
shall become personally liable to the stockholders and creditors of
such company for the full par value of such illegal stock, or for
the full amount of such fictitious dividends, increase of stock, or
indebtedness.
Acts 1876, p. 145; G.L. vol. 8, p. 981; P.D. 4921.
