§ 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.