Chap. 802.—An ACT authorizing the purchasers of the property and franchises
of the South Atlantic and Ohio railroad company, their assigns and succes-
sors to become a corporation, to adopt a name therefor, and to possess ani
exercise general powers, and authorizing the leasing to or by and the con-
solidation therewith of other corporations.

Approved March 4, 1896.

Whereas twocertain suits in equity are now pending in the circuit
court of the United States of America for the western district of Vir-
ginia, in one of which the American loan and trust company of New
York is complainant, and the South Atlantic and Ohio railroad com-
pany, @ corporation organized and existing under the laws of the
atate of Virginia, is defendant, and in the other of which the Central
trust company of New York is complainant and said South Atlantic
and Ohio railroad company and others are defendants, in which suits
it is sought to foreclose a certain mortgage or deed of trust made by
said South Atlantic and Ohio railroad company to said American
loan and trust company of New York, and in order to satisfy the said
mortgage and other liens on the property of said South Atlantic and
Ohio railroad company to sell the whole of the property, rights, pow-
ers, privileges, and franchises of said South Atlantic and Ohio rail-
road company ; and

Whereas it is deemed desirable and for the interest of this com-
monwealth that the said railroad property shall be sold and reorgan-
ized in such manner and under such conditions as to secure the
largest and best possible facilities and advantages of transportation
and communication for the people of this state; now, therefore,

1. Be it.enacted by the general assembly of Virginia, Theat the
purchaser or purchasers of the said mortgaged premises of the said
South Atlantic and Ohio railroad company, at the foreclosure sale
thereof in the course of the said suits in equity, or either of them,
and such person or persons as he or they may associate with himeelf
or themselves, shall forthwith be, and they hereby are, constituted
a body politic and corporate by the name which they may select as
set forth in the conveyance of said mortgaged premises or in any
writing signed by him or them and recorded in the court in which
the said conveyance shall be recorded; and such new corporation
shall have, possess and be invested with all the estate, right, title
and interest in and to such railroad and other property, with their
appurtenances, and all the franchises, rights and privileges had and
possessed by the said South Atlantic and Ohio 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 sections of
said code; provided, however, that said new corporation shal! not be
limited as to the amount or classification of its stock or bonds, except
that the total amount of stock issued shall not exceed the maximum
amount which said South Atlantic and Ohio railroad company is
now by law authorized to issue, and shall have no immunity from
any lawful state, county or municipal taxation by reason of the for-
mer charter or any law heretofore exempting it from taxation; and
provided, further, that such new corporation shall be entitled to any
and all the debts due said South Atlantic and Ohio railroad company
which the purchaser may purchase at such sale.

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 mortgage
or otherwise, according to any plan adopted by such purchaser or
purchasers and filed as hereinafter provided.

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 and
the plan of organization adopted by the purchasers, the amount and
classes or kinds of capital stock and mortgaged bonds or other obli-
gations authorized to be issued, and aleo specifying the name of such
new corporation and of its president and the number and names of
its directors, which certificate shall be filed in the office of the sec-
retary of the commonwealth of Virginia, and acertified copy thereof
skall be conclusive evidence of the existence of such new corpora-
tion.

4. In addition to its other powers such new corporation shall have,
and from time to time, as occasion arises, may exercise, the follow-
ing powers, or any of them, namely:

(a) With the approval of a majority of its stockholders, given at
a meeting, it may from time to time lease, use, operate, consolidate
with, or purchase or otherwise acquire, or be leased, used, operated
by, or consolidated with any railroad or transportation company now
or hereafter incorporated by the laws of the United ‘States, or of any
of the states thereof, or any one or more of such railroad or trans-
portation companies, or any other railroad or transportation com-
pany or companies which now are or hereafter may be leased, or used,
or operated by, or consolidated with any one or more of such railroad
or transportation companies; and from time to time it may consoli-
date its capital stock, property and franchises, by change of nameor
otherwise, with the capital stock, property and franchises of any
other railroad or transportation company, power being hereby granted
to any railroad or transportation company or companies incorporated
by or under any act or acts of the general assembly of the state of
Virginia, with the approval of a majority in amount of its or their
shareholders, respectively, given at a meeting, to make and carry out
such contracts of consolidation, or lease, sale, or other method of
acquisition: provided that in all consolidations a copy of the agree-
ment therefor shall be filed in the office of the secretary of the com-
monwealth of Virginia; and that any corporation with which said
new corporation may consolidate, or which it may lease, shal! be or
remain subject to the jurisdiction of the courts of this state, and all
lines of railroad operated by it in the state of Virginia shall be sub-
ject to the general laws of the state.

(b) It may from time to time purchase, own, and hold bonds or
other evidences of debt and shares of the capital stock of any rail-
road company or companies formed under the laws of this or any
other state, and from time to time may guarantee or assume the
bonds, evidences of indebtedness, or capital stock, of any such rail-
road company.

5. Said new corporation may issue its capital stock of one or more
classes or kinds and in one or more series or grades, with such prefer-
ences, conditions, and voting power as shall be provided in said plan
of organization, or as may be agreed on by a majority in amount of
the stockholders at any meeting called for the purpose, and from
time to time it may increase or decrease the amount of any class or
kind or grade of such stock as shall be provided in said plan of re-
organization, or with the approval of a majority in amount of the
stockholders given ata meeting of stockholders called for that purpose,
unless and except as otherwise 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 holder to
such vote, respectively, as shall be determined in the said plan of
reorganization or by the stockholders in like manner.

6. Such new corporation may borrow money and issue bonds or
other evidence of indebtedness therefor, and may secure the same
from time to time by mortgage or deed of trust upon any or all of
its property and franchises; 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 organi-
zation or as @ majority in amount of the stockholders shall approve
at any meeting, and may receive in payment therefor property, secu-
rities, or shares in any corporation mentioned in this act, and any
stock so issued shall be deemed fully paid and free from any liability.

7. The business, property, and concerns of said corporation shall
be managed by a board of directors consisting of not less than five
members, and one of their number shall be chosen 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 said corporation shall be governed hy by-laws
adopted in accordance with the plan of organization.

8. The principal office of the company shall be in the city of
Bristol, in this state, at which all meetings of the stockholders shall
be held, and all other offices and workshops of said company shall
be ‘coated in the state of Virginia so far as the same may be practi-
cable.

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

10. The stockholders shall not be liable for the debts of the cor-
poration in any further or greater sum than the unpaid balance, if
any, on their respective subscriptions.

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