Chap. 59.—An ACT authorizing the purchasers of the railroads and property of
the Norfolk and Western railroad company, sold by foreclosure of a deed of
trust or mortgage thereon, to become and be a corporation, to adopt a name
therefor, and to possess and exercise general and other powers.

Approved January 15, 1896.

Whereas a certain consolidated cause in equity is now pending in
the circuit court of the United States for the eastern district of Vir-
ginia, wherein the Fidelity insurance, trust and safe deposit com-
pany, and the Mercantile trust company, and others, are complain-
ants, and the Norfolk and Western railroad company, a corporation
created by and existing under the laws of the State of Virginia, is
defendant, in which suit it is sought to foreclose a deed of trust or
mortgage dated the twenty-ninth day of October, eighteen hundred
and eighty-nine, and upon or about that day duly executed, acknow-
ledged, and delivered by said railroad company to the Mercantile
trust company of New York, in which suit also it is proposed to sell
the mortgaged property, and premises, being the railroads, and
branches, rights, privileges, franchises, and property of said railroad
company in said mortgage described: now, therefore,

1. Be it enacted by the general assembly of Virginia, That the pur-
chaser or purchasers of the said mortgaged premises of the said Nor-
folk and Western railroad company under a decree for the sale
thereof in the course of the said suit in equity, and such person or
persons as he or they may associate with himself or themselves, shal]
forthwith be constituted a body politic and corporate by the name
which they may select as set forth in the deed of conveyance of said
mortgaged premises, or in any writing signed by such purchaser or
purchasers and recorded in the court in which the said deed of con-
veyance shal! be first admitted for record; and such new corporation
shall have, possess, and be invested with all the estate, right, title,
and interest in and to such railroads and other property, with their
appurtenances, and all the franchises, powers, rights, and privileges
had and possessed by said Norfolk and Western railroad company
to the same extent as a purchaser under sections twelve hundred and
thirty-three and twelve hundred and thirty-four of the code of Vir-
ginia, and shall perform all the duties prescribed by said sec-
tions of said code; and in the organization of the new corporation,
as well as for any of its purposes after organization, such new cor-
poration may exercise any or all of the franchises, powers, rights,
and privileges had and possessed by the Norfolk and Western rail-
road company; provided, however, that the said new corporation
shall not be limited as to the amount or classification of its stock or
bonds, except that the total amount of stock issued at the time of its
organization shall not exceed one hundred million dollars and shall
have no immunity from any lawful state, county, or municipal taxa-
tion by reason of its former charter or any law heretofore exempting
it from taxation.

2. Such purchaser or purchasers may associate with him or them any
number of persons in the organization of the new corporation, which
may create and issue its stock and its bonds, secured by deed of
trust or mortgage or otherwise, according to any plan adopted by
such purchaser or purchasers and filed as hereinafter provided, or in
the exercise of any of the franchises, powers, rights and privileges
hereby vested or granted.

3. It shall be the duty of such new corporation, within six months
after the conveyance to it of said mortgaged premises, to execute a
certificate in writing under its common seal, attested by the signa-
ture of its president or vice-president, referring to the sale and con-
veyance by which it shall have acquired title to such premises anc
the plan of organization adopted by the purchasers, the amount anc
classes or kinds of capital stock and mortgage bonds or other obli
gationa authorized to be issued, and also specifying the name of suct
new corporation and of its president, and the number and names of it:
directors, which certificate shall be filed in the office of the secre.
tary of the commonwealth of Virginia, and a certified copy thereo!
shall be conclusive evidence of the existence of such new corporation

4. In addition to its other powers, such new corporation shal.
have,and from time to time may exercise, the following powers, 01
ny of them—namely:

(a) The new corporation may issue its capital stock of one or more
classes or kinds, and in one or more series or grades, with such pre.
ferences, conditions, and voting power as shall be provided in said
plan of organization, and from time to time it may increase or de-
crease the amount of any class or kind or grade of such stock at
shall be provided in said plan of organization, or with the approval
of a majority in amount of the stockholders, given at a meeting of
stockholders called for that purpose, unless and except as other.
wise expressly provided in certificates representing stock previously
issued. The shares of each class of stock shall be of such par
amount, and shall entitle the holders to such vote, respectively, ag
shall be determined in the said plan of organization, or by the stock-
holders in like ‘manner.

(b) The new corporation may borrow money and issue bonds or
other evidences of indebtedness, and may secure the same from time
to time by mortgage or deed of trust upon any or all of its property
and franchisees, and such new corporation, from time to time, may
issue and sell its bonds and its capital stock at such prices and on
such terms as shall be specified in said plan of organization, or as a
majority in amount of the stockholders shall approve at any meeting,
and may receive in payment therefor property, securities, or shares
in any other corporation or corporations which under this act the
new corporation is authorized to acquire or hold, and any stock so
issued shall be deemed fully paid and free from any liability.

(c) The new corporation may, by purchase, by consolidation or
merger of capital stock, property and franchises, by lease or other-
wise, as shall be specified in said plan of organization, or on such
terms as a majority in amount of the stockholders shall approve at
any meeting, from time to time acquire the ownership or control of
and operate any or all of the lines of railroad owned, leased, or
operated by the Norfolk and Western railroad company, whether lo-
cated in this or any other state or states, and any branches or exten-
sions thereof, and also any or all of the rolling stock owned or used
by the Norfolk and Western railroad company, and any terminals,
wharves, warehouses, hotels, machine works, and other similar pro-
perties and plants of any corporation or corporations managed or
controlled by the Norfolk and Western railroad company, and it may
80 acquire the stock and bonds, property and franchises of the cor-
poration or corporations owning or from which are derived any such
railroads, properties and plants; power being hereby granted to such

Caqoaole
corporation or corporations, with the approval of a majority in amount
of its or their shareholders, respectively, to make and carry out such
sales, consolidations, mergers, leases, or other methods of acquisition.

5. The business, property and concerns of the new corporation shall
be managed by a board of directors, consisting of not less than five
members, and one of their number shall be chosen by the board as
president. The stockholders may adopt by-laws for the government
of the stock, property and concerns of the corporation, and for the
regulation of its directors, officers and agents, and in and by such
by-laws the stockholders may prescribe how such by-laws may be
amended or repealed: provided, however, that until such by-laws
shall be adopted by the stockholders the corporation shall be gov-
erned by by-laws adopted in accordance with the plan of organiza-
tion.

6. The principal office of the company shall be in the city of Roa-
noke, in this state, at which all meetings of the stockholders shal]
be held; and all other offices, machine works and workshops of said
company shall be located in the state of Virginia, so faras the same
may be found practicable.

7. It shall be lawful for the circuit court of the city of Roanoke,
upon the petition of the president and board of directors, at any
time to order a change in the name of the company; but any such
change of name shall be without prejudice to the rights of any credi-
tor or to the exercise of any of the franchises, powers, rights, and
privileges vested or granted by this act.

8. There shall be paid to the clerk of the county or corporation in
which any deed of trust or mortgage authorized by this act may be
first presented for recordation the rate of taxation prescribed by law
for the recordation of deeds of trusts or mortgages upon the works
-and property of railroad companies lying partly in this state and
partly in another state. Whenever any deed of trust or mortgage
of the new corporation, or any deed of conveyance to the purchaser
or purchasers or to the new corporation shall have been admitted or
presented for recordation in one or more counties or corporations of
this state, an exemplification thereof, duly certified by the clerk of
the county or corporation to be a true copy of the said deed of trust
or mortgage, or deed of conveyance, as the same has been admitted
or presented for record in his office, may, upon payment of clerical
fees, be admitted for record and be recorded in any one or more
counties or corporations of this state, and such record and admis-
sion for record shall be as valid and effectual for all purposes of
vesting title, of evidence, and of notice as the record of the original
deed or instrument is now by law held and declared to be, and a
notation of the record and admission for record of any exemplified
copy may be noted by the clerk on the original deed or instrument
as well as upon the exemplified copy.

9. All taxes and debts due or to become due the atate of Virginia by
the corporation shall be paid in lawful money of the United States,
and not in coupons.

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