45 U.S. Code § 741 - Formation and structure
There shall be established within 300 days after January 2, 1974, in accordance with the provisions of this section, a corporation to be known as the Consolidated Rail Corporation or such other corporate name as may be duly adopted by the Corporation.
The Corporation shall be a for-profit corporation established under the laws of a State and shall not be an agency or instrumentality of the Federal Government. The Corporation shall be deemed a rail carrier subject to part A of subtitle IV of title 49, shall be subject to the provisions of this Act and, to the extent not inconsistent with such Act and subtitle IV of title 49, shall be subject to applicable State law. The principal office of the Corporation or of its principal railroad operating subsidiary shall be located in Philadelphia in the Commonwealth of Pennsylvania.
The officers of the Corporation shall include a chief executive officer and a chief operating officer, who shall be appointed by the Board of Directors and who shall serve at the pleasure of the Board; and such other officers as shall be provided for in the bylaws of the Corporation.
For and during the period between the deposit of securities of the Corporation with the special court, in accordance with section 743(a) of this title, and the distribution of such securities, in accordance with section 743(c) of this title, the special court shall, within 30 days after the date of conveyance pursuant to section 743(b)(1) of this title, appoint one or more voting trustees for each class of securities which is so deposited. Such voting trustees shall, on behalf of the distributees, exercise the rights of the holders of such securities as their interests may appear. Within 30 days after such appointment, such voting trustees shall select members of the Board of Directors of the Corporation on behalf of the holders of the class of securities whose rights they exercise pursuant to this subsection.
The Corporation shall transmit to the Congress and the President, not later than 90 days after the end of each fiscal year, a comprehensive and detailed report on all activities and accomplishments of the Corporation during the preceding fiscal year.
No director of the Corporation shall be liable, for money damages or otherwise, to any party by reason of the fact that such person is or was a director, if, with respect to the subject matter of the action, suit, or proceeding, such person was fulfilling a duty which he in good faith reasonably believed to be required by law or vested in him in his capacity as a director of the Association or as an officer of the United States. The United States shall indemnify such person against all judgments, amounts paid in settlement, and costs and expenses (including fees of accountants, experts, and attorneys), actually and reasonably incurred in connection with any such action, suit, or proceeding in which such person is determined to have met such standard of conduct. This subsection shall not be construed to grant any immunity from any criminal law of the United States.
If, within two years after August 13, 1981, the Corporation applies for the permission of the Secretary to substitute manual block signal systems for automatic block signal systems on lines on which less than 20,000,000 gross tons of freight are carried annually, the Secretary shall approve or disapprove such application within 90 days of its submission.
 So in original. Probably should be section “719(c)(3)”.
This Act, referred to in subsec. (b), means the Regional Rail Reorganization Act of 1973, Pub. L. 93–236, Jan. 2, 1974, 87 Stat. 985, as amended, which is classified principally to this chapter (§ 701 et seq.). For complete classification of this Act to the Code, see Short Title note set out under section 701 of this title and Tables.
The Conrail Privatization Act, referred to in subsec. (k)(7), is subtitle A (§§ 4001–4052) of title IV of Pub. L. 99–509, Oct. 21, 1986, 100 Stat. 1892, which is classified principally to chapter 22 (§ 1301 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 1301 of this title and Tables.
In subsec. (b), “such Act and subtitle IV of title 49” substituted for “such Acts”, on authority of Pub. L. 95–473, § 3(b), Oct. 17, 1978, 92 Stat. 1466, the first section of which enacted subtitle IV (§ 10101 et seq.) of Title 49, Transportation.
The last sentence of subsec. (f) of this section as originally enacted, which amended section 856 of former Title 31, Money and Finance, was repealed by Pub. L. 97–258, § 5(b), Sept. 13, 1982, 96 Stat. 1068, the first section of which enacted Title 31.
1995—Subsec. (b). Pub. L. 104–88, § 327(2), substituted “rail carrier subject to part A of subtitle IV of title 49” for “common carrier by railroad under section 1(3) of the Interstate Commerce Act (49 U.S.C. 1(3))”.
1986—Subsec. (k). Pub. L. 99–509 added subsec. (k).
1981—Subsec. (d)(2). Pub. L. 97–35, § 1141(a), struck out provisions respecting resignations.
Subsec. (e)(1). Pub. L. 97–35, § 1141(b), substituted “The” for “In order to carry out the final system plan, the”.
Subsec. (j). Pub. L. 97–35, § 1141(c), substituted provisions relating to signal systems for provisions relating to corporate simplification.
1976—Subsec. (a). Pub. L. 94–210, § 612(j)(1), inserted “or such other corporate name as may be duly adopted by the Corporation” after “Corporation”.
Subsec. (b). Pub. L. 94–210, § 612(j)(3), inserted “or of its principal railroad operating subsidiary” after “of the Corporation”.
Subsec. (c). Pub. L. 94–210, § 611(a), designated existing provisions as par. (1), struck out provision relating to service of the incorporators as the Board of Directors, and added par. (2).
Subsec. (d). Pub. L. 94–210, § 611(b), designated existing provisions as par. (1), inserted provision relating to applicability of State law, decreased membership from 15 to 13, and revised criteria for selection to membership, and added par. (2).
Subsec. (e). Pub. L. 94–210, § 608, designated existing provisions as par. (1), substituted provisions authorizing issuance of debentures, series A preferred stock, series B preferred stock, common stock, contingent interest notes, and other securities, for provisions relating to issuance of stock and other securities, and added par. (2).
Subsec. (e)(2). Pub. L. 94–248 inserted provisions relating to initial authorized number of shares of series B preferred stock and provisions setting such number at 35,000,000.
Subsec. (f). Pub. L. 94–210, § 611(c), added subsec. (f). Former subsec. (f), which related to a Federal Government audit of the Corporation, was struck out.
Subsec. (g). Pub. L. 94–210, § 611(c), added subsec. (g). Former subsec. (g) redesignated (h) “Annual report”.
Subsec. (h). Pub. L. 94–216, § 1, redesignated subsec. (h) “Liability of directors” as (i).
Pub. L. 94–210, §§ 611(c), 612(m), redesignated former subsec. (g) as (h) “Annual report” and added subsec. (h) “Liability of directors”.
Subsec. (i). Pub. L. 94–216, §§ 1, 3, redesignated former subsec. (h) “Liability of directors” as (i) and substituted “a director of the Association” for “a director of the Corporation”. Former subsec. (i) redesignated (j).
Pub. L. 94–210, § 612(m), added subsec. (i) “Corporate simplification”.
Subsec. (j). Pub. L. 94–216, § 1, redesignated former subsec. (i) “Corporate simplification” as (j).
For termination, effective May 15, 2000, of provisions in subsec. (h) of this section relating to the requirement that the Corporation transmit an annual report to Congress, see section 3003 of Pub. L. 104–66, as amended, set out as a note under section 1113 of Title 31, Money and Finance, and the 7th item on page 199 of House Document No. 103–7.
Special court abolished and all jurisdiction and functions transferred to United States District Court for District of Columbia, see section 719(b)(2) of this title.
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