65-9-107 - Powers of consolidated corporation. - Tennessee Statutes

65-9-107. Powers of consolidated corporation.

The corporation shall have power to:

     (1)  Fix the number of its directors and the time of their election;

     (2)  Fix the number, names, and duties of its officers;

     (3)  Pass bylaws for the government of the company, and the management of its affairs;

     (4)  Create and divide its capital stock into two (2) or more classes, including common and preferred stock, any of which may be stock without par value and to issue the same, all as provided by §§ 48-1-501 [repealed] and 48-1-505 [repealed], pertaining to ordinary domestic corporations, which sections are declared to extend to corporations formed by the consolidation of two (2) or more railroad corporations; and any such corporation, heretofore so formed under the laws of this state, may avail itself of the powers and privileges hereby conferred by amendment or amendments to the charter of incorporation of such corporation, in the manner and by the means as now provided by law, or to the agreement of consolidation, setting forth the maximum number of shares of stock with nominal or par value and the maximum number of shares without nominal or par value that the corporation is authorized to have outstanding at any time, the classes, with the distinguishing characteristics of each, if any, into which the same are divided, and the nominal or par value of shares of stock other than shares which it is stated are to have no nominal or par value;

     (5)  Issue bonds and dispose of same in such form, and denomination, and bearing such interest, as the board of directors may determine, and to secure the payment thereof by mortgage of every and all the property and franchises of the consolidated company, and of the companies from which it was formed; and

     (6)  Do all other acts and things which the companies so consolidating, or either of them, might have done previous to such consolidation.

[Acts 1877, ch. 72, § 3; Shan., § 1528; Code 1932, § 2603; Acts 1937, ch. 170, § 1; C. Supp. 1950, § 2603; T.C.A. (orig. ed.), § 65-907.]