Chap. 35.—An ACT to incorporate the Bristol terminal company.

Approved January 9, 1896.

1. Be it enacted by the general assembly of Virginia, That Sam-
uel R. Shipley, Henry W. Flournoy, Rufus A. Ayers, Edward P. Borden
and George Burnham, junior, their associates, successors and assigns,
be, and they are hereby, incorporated and made a body politic and
corporate, under the name and style of Bristol terminal com-
pany, and by that name shall be known in law, and as such are au-
thorized and empowered to locate, construct, equip and operate a
railroad in the town of Bristol, by such route as may be deemed
most practicable by the directors of the said company, to connect
the tracks of any or all of the lines of railroad lying within or passing
through or touching the said town, and to construct and maintain
depots or station-houses, and to contract for the use thereof, so as to
provide all necessary terminal facilities for the interchange of
traffic between the said lines of railroad; and the said company
shall have power to do a general warehousing business, if the hold-
ers of two-thirds of its preferred stock and the holders of two-thirds
of its common stock shall, at any time within two years from the
passage of this act, determine to engage therein, and for that pur-
pose may acquire, own and maintain such buildings, structures and
yards as the directors of the company may deem proper, and may
receive, store, transfer and deliver grain, cotton, lumber, live stock,
coal, iron and all other commodities, and may issue warehouse re-
ceipts therefor, may make advances thereon, and may collect reason-
able warehouse charges for the storage thereof, but the said company
shall not engage in merchandising.

2. The said company shall have perpetual succession, and have
power to sue and be sued, plead and be impleaded, defend and be
defended in all courts, whether in law or in equity, and may make
and have a common seal, and alter and renew the same at pleasure,
and shall have, possess and enjoy all the rights and privileges of a
corporation or body politic in the law and necessary for the purposes
of this act.

3. The capital stock of said company shall not be less than ten
thousand dollars, and may from time to time be increased to any
amount not exceeding one million dollars by the issue and sale of
shares of preferred or common stock, or both, upon such terms and
conditions and under such regulations as the stockholders or board
of directors of said company shall prescribe, but the par value of
every share of stock shall be one hundred dollars; and the directors
may receive cash, labor, material, bonds, stock, real or personal pro-
perty in payment of subscriptions to the capital stock at such val-
uation and at such prices as may be agreed upon between the direc-
tors and the subscribers, and may make such subscriptions payable
in such manner or amounts and at such times as may be agreed upon
with the subscribers; and whenever one hundred shares shall have
been subscribed to and the sum of one thousand dollars paid in cash,
the subscribers, under the direction of a majority of the corporators
hereinbefore named, who themselves shall be subscribers, may organ-
ize the said company by electing a board of directors, and providing
for the election or appointment of such other officers as may be ne-
cessary for the control and management of the business and affairs
of said company; and thereupon they shall have and exercise all
the powers and functions of a corporation under their charter and
the laws of this state.

4. It shall be lawful for said company to borrow money and issue
and sell its bonds from time to time for such sums and on such terms
as its board of directors may deem expedient and proper for any of
the purposes of the company, and may secure the payment of said
bonds by mortgages or deeds of trust upon all or any portion of its
property, real or personal and mixed, its contracts and privileges and
its chartered rights and franchises, including its franchise to be a
corporation, and it may, as the business of the company shall re-
quire, sell, lease, convey and encumber the same; and it shall be
lawful for said company to subscribe to and hold the stock and
bonds of mining, manufacturing or other corporations; may sub-
scribe to, guarantee and hold the stock and bonds of the said com-

pany.
5. The said company is authorized and empowered to locate, con-
struct, equip and operate any lateral or branch roads or tramways,
not to exceed five miles in length, which a majority of its stock-
holders may determine to construct, maintain, equip and operate,
and by such route as may be determined by its board of directors;
and the said company may connect, or unite its said railroad with
that of any other company or companies, or consolidate or merge its
stock, property and franchises with and into those of any other com-
pany or companies of this or any other state operating, or authorized
to operate, a connecting line of railroad, not a competing line, upon
such terms and under such name as may be agreed upon between the
companies so uniting or connecting, merging or consolidating, or
may acquire the said »roperty and franchises of such other com-
pany or companies by lease or sale; and for that purpose power is
hereby given to it, and to such company or companies, to make and
carry out such contracts as will facilitate and consummate such con-
nection, merger or consolidation, lease or sale; provided that a copy
of every such contract of consolidation and merger shal! be filed in
the office of the board of public works.

6. The said company may acquire by condemnation, according to
the laws of Virginia, the lands required for the right of way of its
railroad, and the necessary stations and depots for its operation.

7. The said company shall be required to commence the construc-
tion of its said railroad within two years from the passage of this
act, and to complete the same within five years thereafter; other-
wise the powers, privileges and franchises hereby granted, shall be
ipso facto void.

8. Each stockholder in the said company shall at all meetings and
elections be entitled to one vote for each share of stock registered in
his name; and the stockholders of said company may enact such
by-laws, rules and regulations for the management of said company
as they may deem proper and expedient.

9. The board of directors shall be stockholders of said company, and
shall consist of such number as the stockholders may determine
upon, and shall be elected at the stockholders’ annual meeting, to be
held on such days as the by-laws of the company may direct, and
shall continue in office for the term of one year from and after the
date of their election, and until their successors are elected and
accept the duties of the office, and they shall appoint one of their
number president, and in case of the death, resignation or incapacity
of any member of the board of directors during his term of office,
the said board shall elect his successor for the unexpired term.

10. No stockholder in the said company shall be held liable or
made responsible for its debts and liabilities in a larger or further
sum than the amount of any unpaid balance due to the said corpora-
tion upon his stock.

11. The board of directors may establish offices and agencies at
such places as they may deem proper, but the principal office of the
company shall! be located in the state of Virginia.

12. Whenever the corporation shall exercise any of the privileges
conferred by this act, it shall be liable to the same taxes as may be
imposed by law upon other like corporations or persons exercising
like privileges, and all taxes due the commonwealth by said com-
pany shall be paid in lawful money of the United States, and not in
coupons.

13. This act shall be in force from its passage; but the general
assembly of the state of Virginia reserves to itself the right to alter
or repeal this act at any time hereafter.