VERNON'S TEXAS CIVIL STATUTES
TITLE 112. RAILROADS
CHAPTER 1. CHARTER AND AMENDMENTS
Art. 6259. [6405] [4350] [4099] Incorporation; exception from
regulation
(a) Any number of persons, not less than ten, being subscribers to
the stock of any contemplated railroad, may be formed into a
corporation for the purpose of constructing, owning, maintaining
and operating such railroad by complying with the requirements of
this chapter.
(b) A company may elect to be incorporated under this chapter or
under Article 2.01, Texas Business Corporation Act, if the company:
(1) operates a railroad passenger service by contracting with a
railroad corporation or other company; and
(2) does not construct, own, or maintain a railroad track.
(c) If a company described by Subsection (b) of this article is
incorporated under Article 2.01, Texas Business Corporation Act,
the company is not subject to regulation under this title by the
Railroad Commission of Texas.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Amended by Acts 1989, 71st Leg., ch. 971, Sec. 1, eff. Aug. 28,
1989.
Art. 6260. [6406] Who may build
No corporation, except one chartered under the laws of Texas, shall
be authorized or permitted to construct, build, operate, acquire,
own or maintain any railways within State.
Acts 1903, p. 90.
Art. 6261. [6407] [4351] [4100] Stock, subscription and payment
No railroad corporation shall be formed until stock to the amount of
one thousand dollars for every mile of the road intended to be built
shall be in good faith subscribed, and five per cent of the amount
subscribed paid to the directors of such proposed company.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Art. 6262. [6408] [4352] [4101] Articles of incorporation
The persons proposing to form a railroad corporation shall adopt
and sign articles of incorporation, which shall contain:
1. The name of the proposed corporation.
2. The places from and to which it is intended to construct the
proposed railroad, and the intermediate counties through which it
is proposed to construct the same. Local suburban railways may be
constructed for any distance less than ten miles from the corporate
limits of any city or town, in addition to such mileage as they may
have within the same; and in such case the general direction shall
be given from the beginning point.
3. The place at which shall be established and maintained the
principal business office of the proposed corporation.
4. The time of the commencement and the period of the continuation
of the proposed corporation.
5. The amount of the capital stock of the corporation.
6. The names and places of residence of the several persons forming
the association for incorporation.
7. The names of the members of the first board of directors, and in
what officers or persons the government of the proposed corporation
and the management of its affairs shall be vested.
8. The number and amount of shares in the capital stock of the
proposed corporation.
Acts 1889, p. 17; G.L. vol. 9, p. 1045.
Art. 6263. [6409] [4353] [4102] Shall be submitted to Attorney
General
The articles of incorporation, when so prepared, adopted and
signed, shall be submitted to the Attorney General, and, if he finds
them to be in accordance with the provisions of this chapter and not
in conflict with the laws of the United States, or of this State, he
shall attach thereto a certificate to that effect.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Art. 6264. [6410] [4354] [4103] Shall be filed
When said articles have been so examined and certified, the same
shall be filed in the office of the Secretary of State, accompanied
by an affidavit signed and sworn to by at least three of the
directors named in such articles, which affidavit shall state that
the amount of one thousand dollars for every mile of such proposed
road has been in good faith subscribed, and that five per cent of
the amount subscribed has been actually paid to the directors named
in such articles; and the Secretary of State shall cause such
articles, together with said affidavit, to be recorded in his
office, and shall attach a certificate of the fact of such record to
said articles and return the same to such corporation.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Art. 6265. [6411] [4355] [4104] Beginning of existence
The existence of such corporation shall date from the filing of the
articles of incorporation in the office of the Secretary of State,
and the certificate of the Secretary of State under the state seal,
shall be evidence of such filing.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Amended by Acts 1993, 73rd Leg., ch. 300, Sec. 22, eff. Aug. 30,
1993.
Art. 6266. [6412] [4356] [4105] May proceed to act
When the articles of incorporation have been so filed and recorded,
the persons named as corporators therein shall thereupon become a
body corporate, and authorized to carry into effect the objects of
such articles, in accordance with the provisions of this title.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Art. 6267. [6413] [4357] [4106] Period of existence
No railroad corporation shall be formed to continue more than fifty
years, but such corporation may be renewed from time to time for
periods not longer than fifty years.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Art. 6268. [6414] [4358] [4107] Manner of renewing
The manner of renewing a railroad corporation which has expired by
lapse of time shall be as follows:
1. By a resolution in writing adopted by a majority of three-fourths
of the stockholders of the company at a regular or special meeting
of the stockholders, specifying the period of time for which the
corporation is renewed.
2. Those desiring a renewal of the corporation shall purchase the
stock of those opposed thereto at its current value.
3. The resolution, when adopted, shall be certified to by the
president of the company; and he shall state in his certificate
thereto that it was adopted by a majority vote of three-fourths of
all the stockholders of said company at a regular or special meeting
of such stockholders, and that the stockholders desiring such
renewal have purchased the stock of those who oppose such renewal,
and such certificate shall be attested by the secretary of the
company under the seal of the company.
4. Said resolution and certificate shall be filed and recorded in
the office of the Secretary of State, and the renewal of said
corporation shall date from said filing.
Acts 1876, p. 141; G.L. vol. 8, p. 977.
Amended by Acts 1949, 51st Leg., p. 528, ch. 290, Sec. 1, eff. May
28, 1949.
Art. 6269. [6415] [4359] Sale or conveyance under special law
Whenever a line of railway or any railway properties within this
State are by special law authorized to be sold and conveyed, the
persons contemplating the purchase thereof may be formed into a
corporation for the purpose of acquiring, owning, maintaining and
operating such railway by complying, as far as applicable with the
requirements of this chapter. In the formation of such
corporation, the requirements of Article 6261 and so much of
Article 6264 as relates to the affidavit may be dispensed with, and
words applicable to the case of a purchaser may be used and
substituted when necessary or proper, in the articles of
incorporation or elsewhere, in lieu of words applicable to the
building or construction of a railway. When such corporation has
been formed it shall have the power to purchase, acquire, own,
maintain and operate such railway and the properties pertaining
thereto, and all other rights, powers and privileges given by the
laws of this State to railway companies. Any proposed extension or
branch lines may be provided for and included in the original
articles of incorporation, or the same may, by amendment thereto at
any time thereafter, be projected and provided for by such company.
Acts 1891, p. 128; G.L. vol. 10, p. 130.
Art. 6270. [6416] [4360] Shall take subject to lien
Any company organized under the preceding article shall take the
property so purchased subject to all incumbrances, judgments,
claims, suits, claims for damages and for right of way against the
old company and subject to all debts and claims for damages accruing
against any receiver who may have been appointed for the old company
to the same extent that such property would have been liable in the
hands of the railroad company from which it was purchased; and such
new company may be made a party to every suit pending against the
company from which it is purchased, or which may be pending against
any receiver of such company, to enforce any right against such new
company; and the new company may be sued to enforce any such
rights, without joining the old company, or the receiver; and, in
case any judgment has been rendered against the old company, or
against a receiver for such company, and for which the property is
liable, execution may be issued on such judgment against such
property in the possession of the new company without any suit
therefor. When a corporation is formed under the provisions of the
preceding article, service of process may be had upon any agent of
such corporation in any county where suit may be pending. Such
service shall bind each railroad operated or owned under such
charter, in the same manner as if it were one railroad.
Acts 1891, p. 128; G.L. vol. 10, p. 130.
Art. 6271. [6417-18-19] [4108] May amend articles, etc.
Any railroad corporation may amend or change its articles or act of
incorporation in the manner following:
1. Such amendment or change shall be in writing and signed by the
president and board of directors of the corporation and attested by
the secretary under the seal of the corporation.
2. It shall be submitted to the Attorney General as in the case of
original articles of incorporation and examined and certified by
him in the same manner.
3. It shall then be filed and recorded in the office of the
Secretary of State.
4. In the case of a corporation created by a special act of the
legislature, the said amendment or change, together with the
original charter and such amendments and changes as have been made
by special act of the legislature, shall be filed and recorded in
the office of the Secretary of State.
5. Such amendment or change shall be in force from the date of the
filing of the same in the office of the Secretary of State in
accordance with the provisions of this chapter.
Acts 1876, p. 142; G.L. vol. 8, p. 978.
Art. 6272. [6420] [4364] [4111] When shall not amend
Where, by the special act or articles of incorporating any railroad
company, any privileges, rights or benefits are conferred upon said
corporation, such as it could not claim, exercise or receive under
this title or the general laws, then the said corporation shall not
be permitted so to amend or change its charter or articles of
incorporation as to relieve it from any of the requirements of such
special act or acts conferring said privileges, rights or benefits.
Acts 1876, p. 142; G.L. vol. 8, p. 978.
Art. 6273. [6421] [4365] May project, etc., by amendment
Any railroad company may, by its original articles of incorporation
or by its amendments to its charter, project and provide for the
location, construction, owning and operating of branch lines from
any point on its main line, or from points on its branch line,
constructed or projected, to other points making an angle of at
least twenty-five degrees in the general course from the main line,
if the branch commence from the same, or from the branch line, if it
commences at a point on the same; provided, that the same may
commence at the terminus of a branch line and continue in its
general course; and, may by amendment to its charter, provide for
the continuation in its general course of the main line.
Acts 1876, p. 142; G.L. vol. 8, p. 978. Acts 1901, p. 258.
Art. 6274. [6422] [4366] [4114] Branch line requirements
Any such corporation making such amendment to its charter shall
complete and put in good running order at least ten miles of its
said branch line in said amendment proposed within one year from the
filing of such amendment, and an additional extent of at least
twenty miles each succeeding year until the entire extent of the
projected branch line is completed.
Acts 1876, p. 142; G.L. vol. 8, p. 978; Acts 1901, p. 258.
