2006 New York Code - Consolidation Or Merger Of Corporations Owning Or Leasing Continuous Lines; Abandonment Of Parallel Lines; Merger Of Subsidiary Corporations.

 
    §  140.  Consolidation  or  merger  of  corporations owning or leasing
  continuous lines; abandonment of parallel lines;  merger  of  subsidiary
  corporations.  1. Any railroad or other corporation, organized under the
  laws  of this state, or of this state and any other state or states, and
  owning or operating a railroad, bridge or tunnel, either  wholly  within
  or  partly within and partly without the state, or whose lines or routes
  of road have been located  but  not  constructed,  may  consolidate  its
  capital   stock,   franchises  and  property  with  the  capital  stock,
  franchises  and  property  of  any  other  railroad,  tunnel  or  bridge
  corporation or corporations organized under the laws of this state or of
  this state and any other state or states, or under the laws of any other
  state  or  states,  or  may  merge  or  be  merged  into  any such other
  corporation in accordance with the procedure and  with  the  effect  set
  forth  in article nine of the business corporation law, whenever the two
  or  more  railroads  of  the  companies  or  corporations   so   to   be
  consolidated,  or merged, their tunnels, bridges or branches or any part
  thereof, or the lines or routes of their road, if not constructed, shall
  or may form a continuous or connected line of railroad with  each  other
  or  by  means of any intervening railroad bridge, tunnel or ferry, or by
  means of a right under an agreement, lease or otherwise to operate  cars
  over  any  intervening  railroad  subject  to  the  jurisdiction  of the
  commissioner of transportation, and any such consolidated  or  surviving
  corporation  may  thereupon construct or finish the construction of such
  continuous line of railroad, if not previously constructed, and  operate
  the  same,  subject to all provisions of law applicable to such railroad
  corporation; provided, however, that nothing in this  section  shall  be
  deemed  to  authorize  any  such corporation organized under the laws of
  this state or of this state and any other state or states to  be  merged
  into  any other corporation that is not organized under the laws of this
  state or of this state and  some  other  state  or  states,  unless  the
  corporation  into  which it is proposed to merge any such corporation is
  in possession  of  and  holds  under  lease  all  of  the  railroad  and
  franchises of the corporation to be merged and operates the same as part
  of  the  railroad or system of the corporation into which it is proposed
  to merge any such corporation. Where the road to be operated is in whole
  or  in  part  a  tunnel  or  sub-surface  road,  authorized  by  section
  twenty-eight  of  this  chapter,  its  consolidation with or merger into
  another road or roads under the provisions of  this  section  shall  not
  prevent  any connecting railroad from having equal rights of transit for
  its passengers and freight through or over the tunnel or bridge  of  any
  such  road,  upon the same equitable terms, nor shall such consolidation
  or merger be made where such tunnel or  sub-surface  road  exceeds  five
  miles in length.
    2.  Any  railroad  corporation, which by consolidation or merger under
  any provision of law, now owns, or  shall  hereafter  own,  parallel  or
  substantially  parallel  lines  of  railroad  between  any two points or
  stations, shall have the  right,  upon  obtaining  the  consent  of  the
  commissioner  of transportation, to abandon such portion of its railroad
  and its franchise to own, maintain and operate the same on either of the
  said parallel lines, as shall, in the opinion of the  said  commissioner
  of transportation, be no longer necessary to furnish proper and adequate
  service  to  the  public in the transportation of passengers and freight
  within the jurisdiction of the commissioner  of  transportation.    Such
  application  for abandonment shall not be made until after it shall have
  been  authorized  by  resolution  of  the  board  of  directors  of  the
  corporation  under  its  seal,  and  such  resolution  shall  have  been
  submitted to the stockholders thereof at a meeting called and  conducted
  in the manner required by law. If the stockholders shall at such meeting
  ratify  such  action  of the directors, the secretary of the corporation
  shall  so  certify  under  the  seal  of  the  corporation,  upon   such
  resolution.  If  approved  by  the  commissioner of transportation, such
  approval shall be indorsed upon such resolution and annexed thereto, and
  such resolution shall thereupon be filed in the office of the department
  of  state  and  the  date of such abandonment shall be as of the date of
  such filing. The property of any person, taken, affected or  damaged  by
  such  abandonment,  shall be deemed to be required for a public purpose,
  and if such corporation, before making application to  the  commissioner
  of  transportation,  shall  have  been  unable  to agree with any person
  damaged or claiming to be damaged as a result of such abandonment, as to
  the compensation, if any, which should justly  be  made  therefor,  such
  property,  when  paid  for  by such corporation as hereinafter provided,
  shall be deemed to have been taken by acquisition,  and  the  proceeding
  thereon,  shall  be  pursuant  to the eminent domain procedure law.  Any
  such railroad corporation shall have the right within thirty days  after
  filing  such  resolution  and  approval, to make application by verified
  petition to a special term of the supreme court in and for the county or
  one of the counties in which the portion of the route  to  be  abandoned
  may  be  located,  to  ascertain and determine the compensation, if any,
  which shall justly be made for the property  of  any  person  so  taken,
  affected  or  damaged  and  such  abandonment  shall not be deemed to be
  effective against such person unless and until  said  corporation  shall
  have  filed  in  the  office  of  the  clerk of the county in which said
  application shall have been made, an undertaking in an  amount  approved
  by  the court that it will pay to the person or persons determined to be
  damaged by the abandonment the amounts, if any, finally awarded  to  him
  or them in the proceedings; notice of the application shall be published
  once  a  week  for  four successive weeks in two newspapers published in
  said county or counties, and affidavits  of  such  publication  and  the
  filing  of  such  undertaking  shall  be  filed  in  the  office  of the
  commissioner of transportation. If such corporation shall fail  to  file
  such  petition  within said period of thirty days, any person or persons
  claiming to be damaged, may by separate petition apply to the  court  to
  ascertain  and  determine  the  said compensation with like effect as if
  such corporation had filed its petition. Nothing in this  act  shall  be
  construed  to  impair or affect the rights of any lienor or mortgagee in
  and to the portion  of  the  property  of  said  railroad  or  railroads
  affected by said abandonment, and no such abandonment shall be consented
  to  as  herein  provided unless such liens or mortgages shall have first
  been discharged of record.
    3.  Any  domestic  railroad  corporation  or  any   foreign   railroad
  corporation  authorized  to  do  business  in this state owning at least
  ninety-five percent of the outstanding  shares  of  each  class  of  any
  domestic  corporation  or  corporations authorized to engage in business
  similar or incidental to the business which the possessor corporation is
  authorized to engage in, and any domestic railroad corporation owning at
  least ninety-five percent of the outstanding shares of each class of any
  foreign railroad corporation authorized to do business in this state and
  also authorized to engage in  business  similar  or  incidental  to  the
  business which the possessor corporation is authorized to engage in, may
  merge   such   corporation  or  corporations  into  itself  without  the
  authorization of the shareholders of any such corporation, in accordance
  with the procedure and with the effect set forth in article nine of  the
  business corporation law for the merger of subsidiary corporations.
    Any  bridge  corporation  may  be merged under this paragraph with any
  railroad corporation which shall have acquired the right by contract  to
  run its cars over the bridge of such bridge corporation.
    Any  omnibus  corporation  may be merged under this paragraph with any
  railroad corporation, provided  such  railroad  corporation  shall  have
  substituted  stages,  buses  or  motor  vehicles for cars or trains upon
  tracks on any portion of  its  route  in  accordance  with  section  one
  hundred twenty-one of the transportation law.