^^ railroad companies and railroad operations.
Sec- 6. This act is effective upon ratification.
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15
16
20
21
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Appendix D
PROPOSED LEGISLATION
85N16-LB-6
Public
ST: Railroad Study
A BILL TO BE ENTITLED
AN ACT TO CREATE THE RAILROAD NEGOTIATING COMMISSION.
The General Assembly of North Carolina enacts:
Section 1. There is created the Railroad Negotiating
Commission, hereinafter referred to as "Commission".
Sec. 2. The Commission shall consist of twelve members,
appointed as follows:
(1) Two members appointed by the Governor, one of whom
shall be knowledgeable about business and one of whom
shall be an advocate of passenger rail service.
(2) The Speaker of the House of Representatives or his
designee, and one member of the House of Representatives,
(3) The Lieutenant Governor or his designee, and one member
of the Senate appointed by the Lieutenant Governor.
(4) The Attorney General or a member of his staff appointed
by him, ex officio.
(5) The State Treasurer or a member of his staff appointed
by him, ex officio.
(6) Two officers or directors of the North Carolina
Railroad Company appointed by its board of directors.
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(7) Two officers or directors of the Atlantic and North
Carolina Railroad Company appointed by its board of
directors.
Sec. 3. Commission members shall be appointed no later
than July 1, 1985, and shall serve at the pleasure of the appointing
authority. Any vacancies on the Commission shall be filled
by the appointing authority.
Sec. 4. (a) The Commission shall elect for one-year
terms from its membership a chairman and vice chairman, and shall
elect a secretary for a term to be set by the Commission.
(b) The Commission may appoint an executive committee for
such purposes as determined by the Commission.
Sec. 5. Whenever an appointing authority has designated
a person to serve in his place as permitted by this act, that
person shall be compensated in accordance with G.S. 120-3.1 if a
member of the General Assembly and in accordance with G.S. 138-5
in any other case.
Sec. 6. The Commission shall terminate June 30, 1988.
Sec. 7. The General Assembly makes the following
findings of fact:
(1) The existence of the North Carolina Railroad Company
and the Atlantic and North Carolina Railroad Company spurred the
economic development of North Carolina, and they are a valuable
resource to the State as a whole, and especially to Piedmont and
Eastern North Carolina.
(2) Continued freight service on both routes is necessary
to the further economic development of North Carolina.
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(3) Passenger rail service is currently in operation along
the route, with part of the Crescent serving Charlotte-Greensboro
and part of the Carolinian serving Charlotte-Raleigh.
(4) With two railroads and the State involved on one side
and one or more potential purchasers or lessees on the other,
there must be one voice less the negotiations be chaotic. While
the State recognizes that the two railroads are private corporations,
the State as majority stockholder has the paramount interest.
Sec. 8. The Commission should either negotiate a sale
of stock or should work with the Boards of Directors of the two
railroads to enter into new leases prior to the expiration of the
old leases.
Sec. 9. Any new lease should not be for a period of
more than 30 years beyond the expiration of the current lease,
and should have an escalator clause based either on revenues or
inflation, or some combination of clauses.
Sec. 10. Any new lease or sale of stock should preferably
involve both railroads. This will not only improve the bargaining
position of the state and the two railroads but help ensure
continued operation of freight service to Eastern North Carolina
as well as to the Piedmont. The Commission may also consider
other alternatives.
Sec. 11. Any new lease should require that the lessee
cooperate with innovative uses of the right-of-way, whether for
fiber-optics, intra-city light rail (trolley) service, and
passenger service (in addition to the requirements of the National
Railroad Passenger Act) .
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Sec. 12. The Governor, in making appointments to the
Board of Directors of the North Carolina Railroad and the Atlantic
and North Carolina Railroad under the charter provisions, should
seek to ensure continuity of the boards as well as directing the
two boards to meet jointly and cooperate with the Commission
established by this act.
Sec. 13. The Commission should negotiate with Southern
Railroad (Norfolk Southern Corporation) and any other potential
person it desires to negotiate with. The Commission and its
Executive Committee may meet in executive session.
Sec. 14. If the Commission determines that a renegotiation
of the lease is desirable, it should recommend the terms of such
lease for joint approval of the Boards of Directors of the two
railroads .
Sec. 15. If the Commission determines that sale of the
stock owned by the State is desirable, it shall recommend a
contract to the General Assembly for its approval as required by
Chapter 1046, Session Laws of 1951 as amended by Chapter 1372,
Session Laws of 1981.
Sec. 16. If the Commission determines by June 30,
1988, that it is unable to recommend any action on terms that are
favorable to the State and the railroads, it shall so report to
the General Assembly so that alternate action to take effect at
the expiration of the lease in 1994 can be taken.
Sec. 17. To protect the interests of the minority
stockholders, any recommendation to sell the stock must include a
provision that the purchaser will offer to purchase all shares
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tendered at the same price or for the same amount of stock to be
swapped.
Sec. 18. Expenses of the Commission shall be paid
first from any unexpended balance of the appropriation made to
the Legislative Research Commission by Section 6 of Chapter 1372,
Session Laws of 1981, then shall be paid from dividend receipts
from the North Carolina Railroad and the Atlantic and North
Carolina Railroad.
Sec. 19. At the time of recommending a new lease or a
sale of stock, the Commission shall recommend to the General
Assembly what use should be made of increased dividend payments
or proceeds from the sale or exchange of stock.
Sec. 20. The Commission shall have expert assistance
in negotiations to be provided by the Attorney General, State
Treasurer, and the two railroads, or under contract with a
qualified professional.
Sec. 21. G.S. 124-2 is amended by deleting "unless
otherwise directed" and inserting in lieu thereof "if so directed
in the act making the appropriation".
Sec. 22. G.S. 124-4(1) is amended by deleting
", canals,".
Sec. 23. G.S. 124-4(2) is amended by deleting
", roads, canals,".
Sec. 24. G.S. 124-4(3) is amended by deleting "the
previous section" and inserting in lieu thereof "G.S. 124-3".
Sec. 25. G.S. 124-5 is amended by deleting "in which
the State has or owns any stock or any interest" and inserting in
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lieu thereof "in which the State owns the majority ot any class
of voting stock".
Sec. 26. The second two sentences of G.S. 124-5 are
repealed.
Sec. 27. This act is effective upon ratification.
D-6
APPENDIX E
H. B. 1599 CHAPTER 1372
AN ACT CONCKKNING A STUDY ON TlIK S'lA'l'K'S INTlCHICSrS IN
i{AiLiu)Ai) ruorKirriKs.
'/Vie dt'iifrul As.seinbly <>l Nurdi ( 'uniliiui tiuicts:
Section 1. 'Phf l.fnislii(ivt' Kcscanh {"ommission. in its study <•! tliu
Slalu's iiilt'ri'.st.s in railroiul niinpaiiii-s utid railroad operations, as aulliori/i'd in
Setlion 2 ol Kesiil.ilion (il. Session l^iuvs of 1981 is aiilliori/.i'd to:
(1) Obtain an indepi-ndcnl export evaluation ol the State's interests in the
North Carolina liaiiroud ('oinpany and the Atlanlii and North Carolina
Kailroad ('onipany;
(2) Receive proposals to rnaxinii/e the henelits to all stockholders ol
investinenis in these railroad companies and carry on net;oliati()ns toward those
ends; sue h negotiations may he tarried on hy such person or persons designated
l)y the commission (or its siih< ommitlee) alter consultation with the hoanis ol'
directors ol the North (^irolina Kailroad and the Atlantic and Norl h Carolnia
Hailroad; and
{'^) Report to the li).H;t Session lA the (leiierai Assemlily on su( h evaluation,
iiK ludinf;, ilany action is reeommeiKled, any and all necessary leRisl.ilion
Sec, 2. In carrying out Seition 1 ol this act, I he nenoli,ilions, in the
discretion of the commission (or its suhcommittee), may he held in private. Any
discussion by the commission (or its subcommittee) ol the nef^otiations sluill be
a permitted purpose lor an executive session under G.S 14. (.518.11. Any
agreement linally reached shall be made public upon lis re( onimeiid.ilion by the
commission (or its sulx ominiKee).
See. 3. Not withslandini; the provisions ol (i.,S. 10.') 'Ah'.), the commission
(or lis siiIk ciminittce, or sl.ill, or I he person in.ikmg the e\'aliiali(in) sh.ill li.ue
access lu an; return or record tiled under Article 2't ol Cha[)ler 105 ol the
General -Statutes or any return or record used by the Department of Regime in
computing valuation under Article 2't, concerning property owned by the North
Carolina Railroail Company or the Atl.intic and North Carolina Railroad
("ompany; provided, however, that su( h person obtaining .iciess shall not
divulge the contents ol such return or record and shall be subject to the
penalties ol' G.S. lO.'j 2.'i9 i I such record or return is divulged.
See. 4. ('bapler lOtli. Session Laws ol \'My\, is .imcnded bs idding a new
section to read:
"Sec 1,1. No stock owned by the Stale ol North C.iiol ma in I he All.inl ic and
North Carolina R.iilroad Company shall be sold except with the prior consent
oT the General A.s.senibly."
See. 5. G.S 124 5 is amended by adding at the end tlureol' the follow ing
new sentence "I'rior to taking any action under this section between .luly 1.
1982, and .hme 1, 198.'t, concerning the Atlantic and North Carolm.i Railroad or
the North Carolina Kailroad, the Governor and Council ol State shall give at
least 20 days' notice to the liCgislative Research Commission. No extension of
any lea.se to expire December 151, 1994, may be granted to the lessee or the
operating ccimpany ol the r.iilroad during that 11 month period."
Sec. 6. There is appropriated from the (leneral I'und to the Legislative
Research Commission the sum ol two hundred lilty six thousand doll.irs
(.$25().0()0) lor lise.d year 1982 8;i lor studies aulhori/ed by the Commission.
Sec. 7. There is appropriated Irom the General Fund to the General
As.sembl\ the sum ol one thousand dollars (.$1,000) lor liscal year 1982 83 to
provide lunds to the Committee on Kmployee Hospital and Medical Bc'iielits to
reimbui.e consull.inl expenses alie.idy ini iirrecl
Sec. 8. There is appropriated Irom the General Fund to the IjCgislalive
Services Commission the sum ol twc) hundred thousand dollars ($200,000) lor
liscal year 1982 83 to improve information man.igement and to monitor the
implemenlation ol the .State employees' health benefits contrac I.
Sec. 9. .Sections 1 through 3 of this act are effective upon ratification;
Sections 6 through 8 shall become effective July 1, 1982.
In the (k'iu ral .A.ssembly re.icl three' times and r.ililied, this I he 23rd day of
June, 1982.
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Appendix F
LEGISLATIVE RESEARCH COMMISSION
Listen B. Ramsey
Speaker of the House
of Representatives
W. Craig Lawing
President Pro Tempore
of the Senate
Cochairmen
Rep. Christopher S. Barker, Jr.
Rep. John T. Church
Rep. Bruce Ethridge
Rep. John J. Hunt
Rep. Margaret Tennille
Sen. William N. Martin
Sen. Helen R. Marvin
Sen. William W. Staton
Sen. Joseph E. Thomas
Sen. Russell Walker
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