Chap. 163.—An ACT to amend and re-enact the charter of the South
Atlantic and Ohio railroad company, and to legalize subscriptions and
contracts and all corporate acts which the said company may have
performed since the first day of December, eighteen hundred and
eighty-seven.

Approved February 18, 1888.

Whereas on the third day of March, eighteen hundred and
fifty-two, the general assembly authorized the Virginia and
Tennessee railroad company to extend their railroad from, at
or near Bristol to Cumberland Gap, and at the same time
provided for the formation of an independent company by
the name of the Virginia and Kentucky railroad company:
provided the said Virginia and Tennessee railroad company
did not accept the provisions of said charters at or before the
second annual meeting of their stockholders; and whereas
in accordance with said charters, the Virginia and Kentucky
railroad company was organized and proceeded to construct
their road, the board of public works subscribing for three-
fifths of the capital stock in accordance with the charter and
the then invariable policy of the state, and the work of con-
struction of said road being suspended, and finally abandoned,
owing to the financial condition of the country after the late
war; and whereas the said Virginia and Kentucky railroad
company, despairing of completing their road to Cumber-
land Gap unaided, and the general assembly being desirous
of promoting the construction of said road, thereby greatly
enhancing the value of taxable property in the state, increas-
ing her revenues and advancing the prosperity of a very large
number of her citizens, in the act entitled an act for the

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formation of the Atlantic, Mississippi and Ohio railroad com-
pany, approved the seventeenth day of June, eighteen hun-
dred and seventy, intended to give effect and efficiency to
her railroad policy, did hope to further the construction of
the said road to Cumberland Gap, as by the terms of the
said act of June seventeenth, eighteen hundred and seventy,
will appear; and whereas the time within which the said
Atlantic, Mississippi and Ohio railroad company (now the
Norfolk and Western railroad company), was privileged to
complete the said road has very nearly expired, and the gen-
eral assembly having declared by an act passed on the twen-
ty-ninth day of April, eighteen hundred and seventy-four,
that it was not the policy of the state to complete the Vir-
ginia and Kentucky division of the said road, unless and
until there was a satisfactory assurance on the part of the
connecting railway system in Kentucky that the said road
would be met at Cumberland Gap, and the said act having
provided that should the company fail of connection at Cum-
berland Gap within the time prescribed for the completion of
the Virginia and Kentucky railroad, then permitting the said
Atlantic, Mississippi and Ohio railroad company (now the
Norfolk and Western railroad company,) to use its resources
reserved for the completion of said road in extending their
main line west and in building branch roads, absolving the
said Atlantic, Mississippi and Ohio railroad company from
any further responsibility on that account as by the terms of
said act of the twenty-ninth day of April, eighteen hundred
and seventy-four; and whereas on the twenty-seventh day of
March, eighteen hundred and seventy-six, the general assem-
bly of Virginia passed an act entitled an act to incorporate
the Bristol Coal and lron narrow-gauge railroad company,
and to transfer to it certain franchises, rights, privileges, and
properties of the Virginia and Kentucky railroad company;
and whereas an organization was effected under said charter
and much work done upon the construction of the road; and
whereas the said charter was amended and the name of the
company changed to the South Atlantic and Ohio railroad
company; and whereas an act of the general assembly of
Virginia entitled an act to limit the time within which the
South Atlantic and Ohio railroad company shall commence
and complete its road, approved March tenth, eighteen hun-
dred and eighty-four: provided that unless the South Atlan-
tic and Ohio railroad company shall complete and fully equip
its road to Big Stone Gap by the first day of December,
eighteen hundred and eighty-seven, the charter of said com-
pany should be forfeited; and whereas the said railroad com-
pany has constructed, and is now operating with regular
trains thereon thirty-eight miles of said road, and has
expended large sums of money towards the completion of the
remaining portion of said road: now, therefore, for uhe pur-
pose of removing any cloud which may rest upon the fran-
chises, rights, and properties of the said company by reason
of the passage of the said act, approved March tenth, eigh-
teen hundred and eighty fepr—
1. Beit enacted by the general assembly of Virginia, That
James M. Barker, James fi Wood, John M. Bailey, William
D. Jones, 8. Lawrence French, J. Wilder, George A. Black-
more, John L. Wellington, A.S. Gump, Nathaniel Thayer, H.
W. Bates, H. W. Holdway, M. B. Wood and Patrick Hagan,
under their present organization as the South Atlantic and
Ohio railroad company engaged in the operation and con-
struction of the South Atlantic and Ohio railroad, their asso-
ciates and successors, be and they are hereby declared a body
politic and corporate by the name of the South Atlantic and
Ohio railroad company, for the purpose of building, equipping
and operating a railroad from Bristol Goodson, in Washington
county, via Estillville and Speer’s ferry, in Scott county, and
Big Stone Gap, in Wise county, to Cumberland Gap, in Lee’
county, or to any point on the Kentucky state line in the
counties of Lee, Wise, Dickenson or Buchanan. .

, 2, That said company being fully organized, shall have a
common seal, sue and be sued by its corporate name, and
otherwise invested with all the powers, rights and privileges,
and subject to all the duties, restrictions and responsibilities
Amposed by the laws of Virginia on railroad companies; au-
thority is hereby conferred on the stockholders of said com-
pany, in general meeting assembled, to fix the number of di-
rectors of said company and their terms of office.

3. The capital stock of said company shall not, except as
hereinafter provided, exceed ten million of dollars, to be divided
into shares of one hundred dollars each, and each stockholder
shall be entitled to cast one vote for every share of stock held
in said company; but said company shall, if found necessary
to complete, fully equip and put their road in operation, have
power to issuc its bends, bearing interest at not more than
six per centum per annum, and secure the same by mortgage
or deed on its property and franchises to the further amount
not exceeding ten million of dollars: provided that said com-
pany be and is hereby authorized to record one or more mort-
gages or deeds of trust in any county or city of the state of
Virginia, and the tax shall be assessed and paid upon the
amount of bonds or other obligations secured thereby, actually
sold or hypothecated during the year on the first day of Feb-
ruary of each year, and no other tax shall be demanded upon
such deed of trust or mortgage.

4. That said company is hereby authorized to construct
their road upon the road-bed surveyed and laid out for the
Virginia and Kentucky railroad, and are authorized and em-
powered to use all the grading and masonry done upon the
said line by the Virginia and Kentucky railroad company be-
fore their suspension, subject to all the liabilities of the same;
and the said South Atlantic and Ohio railroad company is
placed in the enjoyment and vested with all the rights and
privileges, and subject to alJl the obligations and liabilities of
the said Virginia and Kentucky railroad company before it
was consolidated with the Atlantic, Mississippi and Ohio rail-
road company, except in so far as they are modified and

restrieted PSI is act.
5. The said company is further empowered to build branch
roads to connect their line with any other railroad or other
public highway that they may deem it to the interest of the
road to connect with ia this state, and to any mines or manu-
tactory affording tonnage to justify the construction of a
branch road. The said company is hereby authorized and
empowered to extend its line or build a branch or branches,
from any part of the same to any point or points, on the
Kentucky state line in the counties of Lee, Wise, Dickenson
and Buchanan.

6. The governor is hereby authorized to furnish to the said
company convicts from the penitentiary under the provisions
of an act entitled an act to employ convict labor on county
roads and other works of internal improvement, approved
March sixth, eighteen hundred and eighty-six.

7. It shall be lawful for the counties of Lee, Scott, Wise
and Washington, and the town of Goodson, to subscribe to
the capital stock of said company whenever they shall decide
so to do in the manner provided by law for counties, cities
and towns to subscribe to the capital stock of internal im-
provement companies; and it shall also be lawful for any rail-‘
road company operating a line of railroad in this state, or
any manufacturing firm or company to subscribe to the capi-
tal stock of the same. The board of supervisors of the coun-
ties of Lee and Scott shall have power and are hereby au-
thorized to transfer the subscription of their said counties,
respectively, from the Virginia and Kentucky railroad com-
pany or the Atlantic, Mississippi and Ohio railroad company,
now the Norfolk and Western railroad company, to the South
Atlantic and Ohio railroad company; and shall also have au-
thority to issue the bonds of their respective counties for
whatever sum may remain unpaid on account of their said
respective subscriptions, and deliver the same to the proper
and legally constituted officers of the South Atlantic and Ohio
railroad company.

8. For the purpose of fully completing and equipping the
lines of railroad and branch roads which the South Atlantic
and Ohio railroad company is empowered by existing legisla-
tion to construct and operate, the said company is hereby
authorized, at the discretion of its board of directors, to in-
crease its capital by the issue of any number of shares of
stock necessary for the purpose, in addition to the number
now authorized: provided that the par value of the entire
amount of capital stock shall not exceed ten million of dol-
lars. And it shall also be lawful for said board of directors,
for the same purpose, to make such issue of bonds of the com-
pany as they may deem advisable in amount not exceeding
ten million dollars, and to secure the same by mortgage of
the whole or any part of its property and franchises.

9. In order to secure a continuous line of railroad from the
magnetic iron ore districts of North Carolina to any point in
the state of Kentucky, to be operated under one management,
said South Atlantic and Ohio railroad company may consoli-

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date with any railroad company which now is or may here-
after be chartered by this state or the states of Kentucky,
Tennessee, or North Carolina, with which the road of the
company hereby chartered may connect their rights, powers,
privileges, franchises, and properties with the rights, powers,
privileges, franchises, and properties hereby conferred upon,
or which may hereafter be acquired by the South Atlantic
and Ohio railroad company upon such terms as may be
agreed upon between the contracting parties, acting through
their respective boards of directors, subject however, to the
approval of a majority of the stockholders of each company,
and the said railroad company or its successors, may adopt
another name for the company which may be formed by the
consolidation of the rights, powers, privileges, franchises, and
properties of tae said companies, or any of them. Plenary
power and authority being hereby given to such other com-
panies to make and carry out such consolidation: provided,
that the consolidated company shall be liable for all the debts
and liabilities of each and every the said companies, and that
the consolidated company shall have and possess in the op-
eration of the property and franchises in this state of the
company hereby chartered, only the rights, privileges, and
powers granted by this charter or conferred by the laws of
this state: provided, that no consolidation of the corporation
hereby created with any corporation chartered by another
state, shall change the identity or work the dissolution of the
corporation hereby created, but the consolidated company
shall remain as regards the operation of its works, property,
and franchises in this state, a corporation of this state, and as
such, subjected in all respects to the laws of this state and to
the jurisdiction of its courts: and provided further, that the
company hereby incorporated shall not consolidate with a
parallel or competing line in the state of Virginia.

10. The organization of the said South Atlantic and Ohio
railroad company under which it is constructing and opera-
ting its road, is hereby declared as legal and valid as if all
the requirements of its charter and the general railroad law
relating to the organization of railroad companies had been
fully complied with.

11. All subscriptions to the capital stock of the South
Atlantic and Ohio railroad company, and all contracts and
other obligations entered into between the South Atlantic and
Ohio railroad company and other corporations or individuals,
are hereby legalized, ratified, and confirmed; and all rights,
powers, franchises, and privileges conferred upon the South
Atlantic and Ohio railroad company and its predecessor by
the original act of incorporation and the amendments thereto,
not inconsistent with the provisions of this act, are hereby
legalized, ratified, and confirmed, excepting contracts for the
into of convicts, which are hereby subjected to the provis-
ions of the act entitled an act to employ convict labor on
county roads and other works of internal improvement, ap-
proved March sixth, eighteen hundred and eighty-six.

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12. All taxes due the commonwealth by said company ‘
shall be paid in lawful money of the United States and not!
in coupons.

13. The said company shall not have the exclusive right to ‘
construct its road through any mountain pass or narrow ;
defile of any creek or river valley where it is practicable to '
construct and operate more than one railroad through the
same.

14. The main line of the road from Bristol to Big Stone |
Gap shall be completed within five years from the passage of
this act.

15. This act shall be in force from its passage.