Chap. 527.—An ACT to incorporate the Eastern midland railway company.

Approved February 28, 1896.

1. Be it enacted by the general assembly of Virginia, That L. T.
Michener, John L. Roper, Theodore S. Garnett and James W. Will-
cox, their associates, successors and assigns, be, and they are hereby,
constituted and declared a body politic and corporate under the name
and gay eof the Eastern midland railway company.

e capital stock of said company shall be fifty thousand dol-
lave, divided into shares of one hundred dollars each, and the said
capital stock may from time to time be increased by the board of
directors, with the approval of a majority of the stockholders, toany
amount not exceeding fifteen million dollars.

3. The said Eastern midland railway company, by the granting of
this charter, is authorized, empowered and permitted to locate, con-
struct, equip, maintain and operate a railway of standard gauge,
with one or more tracks, and with the necessary engines, cars, ware-
houses, docks, steamboats, barges, and such other equipments and
facilities as it may require, having for its beginning any point it
may select on the Chesapeake bay, or on the Potomac, York, James
or Elizabeth river, or other tributaries of the said bay in Virginia,
and thence running west by any route the directors may select to
the state line of West Virginia or Kentucky.

4. The said company may construct lateral or branch roads, not
exceeding fifty miles each in length, having the same privileges and
being subject to the same limitations and restrictions as the main
line, but these lateral or branch roads may be of such gauge as to the
company seems best. It may connect its road with any other road
or roads in this state now built or that may hereafter be built, and
may enter the grounds of such railroads, with such necessary
sidings, switches, turnouts, conveniences and facilities as will aid
in the furtherance of the construction of such railroads or facilitate
the exchange or handling of passengers and freight between such
railroads and other railroads in this state.

5. The stockholders and directors of this company may hold meet-
ings for the transaction of the business of the company, including
the first meeting thereof for purposes of organization, out of the
state; and they may establish and keep branch offices in any state
or territory of the United States or in the District of Columbia, at
which any business transacted shall be as lawful as if transacted at
its principal office within the state of Virginia.

6. The said company shall have power to issue and sell or to
pledge bonds at such times and on such terms as to the directors
may seem necessary to carry on its work; and in order to secure the
payment of its bonds or of the money so borrowed it may create
mortgages or deeds of trust on its chartered rights, franchises and
property. And the said company may receive as subscriptions to
its capital stock any real or personal property that may be agreed
on between the said company and the subscribers, and may exchange
its bonds for such property, and such property may be chartered
rights and franchises; and it may take, hold, sell, improve or con-
vey, in such manner as to it may seem best, any real estate so ac-
quired: provided that it shall not hold real estate not needed for
the purposes of the corporation longer than a period of thirty years
from the date of the grant to it of such real estate.

7. Subject to the laws of this state, the said company may consol-
idate with, lease, purchase and acquire the franchises, works, privi-
leges and property of any other railroad company now existing in
this state or which may hereafter be built therein not a parallel or
competing line; or it may consolidate with, lease, purchase and ac-
quire the franchises, works, privileges and property of any other rail-
road within or without this state whose lines will thereby be made
to connect with or be operated in connection’ with the railroad hereby
authorized to be built; and any railroad company heretofore incor-
porated in this state, the line of which connects with or will connect
with the railway hereby incorporated and authorized to be con-
structed, or which lies along its route and could be utilized as a part
of its lines, or in lieu of such branch roads as this company may con-
struct or which it has the right to construct, is hereby authorized to
#ell, to lease or convey its works, property, privileges and franchises
to the said Eastern midland railway company upon such terms as the
stockholders of the respective corporations or the legally constituted
authorities of the said respective corporations shall approve.

8. The stockholders of the said Eastern midland railway company
may admit the bondholders under any mortgage authorized by it to
representation in the meetings of the stockholders and determine the
ratio of votes to be cast thereon.

9. The corporators named in this act shall constitute the first board
of directors, and shall continue in office until their successors shall
be elected and qualified. They shall have the power and authority
of a president and board of directors for the purpose of organization
and for all other purposes incident thereto. They shall elect one of
their number president of the company, and may appoint such ofh-
cers as they deem proper. They may fill any vacancy that may occur
in the board or in the office of president, and may receive subscrip-
tions to the capital stock of the company. Whenever ten thousand
dollars of the capital stock shall have been subscribed the board of di-
rectors shall proceed to organize the company by the election of a pres-
ident, vice-president, secretary, treasurer and such other officers and
agents as may be deemed necessary. The said company shall then be
considered legally organized, and shall have all the general powers
conferred upon corporations and chartered companies by the laws of
this state, and shall be subject to all the provisions thereof, except
so faras the same are modified by this act, or are inconsistent there-
witb.

10. The board of directors, by and with the approval of majority
of the stockholders, may change the name of the company.

11. All taxes which may be assessed against the said company
shall be paid in lawful money of the United States, and not in cou-

pons.

Lal
12. The construction of the said railroad shall be commencec
within two years from the first day of April next ensuing, and shal
be completed within five years thereafter.

13. This act shall take effect upon its passage.