46-8-46. Procedures regarding organizational meeting; qualifications of directors; selection of officers and agents; annual election of directors; filling of vacancies on board.

When all of the capital stock has been subscribed to, the persons named in the certificate of incorporation or a majority of them are authorized to call a meeting of the stockholders for the purpose of organization, which meeting shall be held in the city in which the principal office of the company is located, and of which meeting every subscribing stockholder shall be given notice. At the meeting, persons holding a majority of the stock subscribed to shall constitute a quorum, and there shall be elected a board of directors of not less than three to manage the affairs of the company. Stock shall be represented at the meeting in person or by written proxy, each share of stock being entitled to one vote, and a plurality of votes cast being necessary to elect, said election to be governed by such bylaws as the company may prescribe, and the persons elected as directors to continue in office until others are elected to fill their places. If for any reason the election is not held at the time appointed, the same may be held at any time thereafter, of which meeting every subscribing stockholder shall be given notice. Notice of any organizational meeting under this Code section shall be effected by giving to each stockholder written notification stating the purpose of the meeting, served upon the stockholder personally or by depositing the notice in the post office, postage prepaid, directed to the stockholder at the post office nearest his usual residence, at least ten days before the meeting.#

Directors of railroad corporations shall be natural persons of at least 18 years of age but need not be residents of this state or shareholders of the corporation unless the charter or bylaws so require. The charter or bylaws may prescribe additional qualifications for directors.#

Except as provided in subsection (b) of Code Section 46-8-50, the board of directors shall select from their number a president, may elect one or more vice-presidents, and may appoint a secretary, a treasurer, and such other officers and agents as they may deem necessary.#

The regular election for directors shall be held annually, and, unless the bylaws otherwise provide, the meeting at which such elections are held may be held within or without the state.#

Vacancies in the board of directors occasioned by death, resignation, or otherwise shall be filled in such manner as shall be prescribed by the bylaws of the company.#