Sec 40-804. Organization of board of directors; officers; adoption of by-laws by directors; ratification by shareholders

A. The directors named in the articles of incorporation of a railroad corporation formed under this article shall meet and organize as a board of directors immediately after incorporation. They shall elect a president, secretary and treasurer to serve until the first annual meeting of the stockholders, or until their successors are elected and qualified.

B. The directors shall adopt by-laws which shall provide:

1. For regular and special meetings of the stockholders, the notice required for the meetings, and by whom special meetings may be called.

2. For the qualifications of stockholders to vote at the meetings and the right of cumulative voting in the election of directors.

3. For the qualification and election of officers and directors, for their powers and duties, and for bonds for the faithful performance of their duties.

4. That no person shall be a director unless a stockholder.

5. That at least two of the directors shall be residents of this state.

6. That the stockholders may remove the president or any director, and elect others in their stead, at a meeting where notice of the intended removal has been given and at least two-thirds of the outstanding stock is represented in person or by proxy.

C. The by-laws shall be ratified by a majority of the stockholders at a regular meeting or a special meeting called for that purpose.