Sec. 2. If the holders of record of all the outstanding shares of the capital stock of a corporation organized under the laws of this state for the purpose of constructing, owning, maintaining and/or operating a railroad other than a street railroad or an interurban railroad, consent, or have heretofore consented, in writing to its dissolution or if at a special meeting of which notice has been given to, or waived by, all the shareholders of every class, whether or not entitled to vote, a resolution is adopted, or has heretofore been adopted, by the votes cast in person or proxy by the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power, or such other proportion as the articles of incorporation or by-laws may require, declaring that it is desirable to wind-up and dissolve such corporation, the president or a vice-president and the secretary or an assistant secretary shall file in the office of the secretary of state a certificate verified by their oath, stating:
1. The name of the corporation.
2. The place where its principal office is located.
3. The names and post-office addresses of its directors and officers, and, if any post-office address be in a city, the street and number or any other particular description thereof, if known.
4. That it elects to wind-up and dissolve.
5. That (if) they have been authorized to execute and file such certificate by a resolution adopted as above provided or that they have been so authorized by the written consent of the holders of record of all the outstanding shares of the corporation.