Chap. 141.—An ACT to incorporate the Virginia Southern Railroad Company.

Approved March 10, 1902.

1. Be it enacted by the general assembly of Virginia, That H. P.
Copenhaver, R. F. Young, and George W. Richardson, of Smyth county ;
and S. C. Plummer, J. 8. Bourne, J. D. Perkins, R. L. Greear, H. C.
Weaver, and A. H. Wells, of Grayson county; and Jerome Moltz, Clarence
E. Sprout, and J. A. Beeber, or any five of them who may accept the
provisions of this act, their associates, successors, and assigns, be, and
they are hereby, incorporated and made a body politic and corporate
under the name and style of the Virginia Southern Railroad Company,
and by that name shall be known in the law, and as such are authorized
and empowered to locate, construct, operate, and maintain, in whole or in
part, a main line of railroad of standard gauge, of either a single or
double track, beginning at Copenhaver’s switch, on the Norfolk and
Western railroad near Marion, in the county of Smyth, in the State of
Virginia, and running thence in a southerly direction by such route as
may be deemed most suitable by the directors of said company to a point
on Fox creek, about two miles in a westerly direction from Trout Dale,
in the State of Virginia.

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 or renew the same at pleasure, and shall have and 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 the said company shall not be less than twenty
thousand dollars, divided into shares of the par value of one hundred dol-
lars each, and it may consist of common and preferred stock, as the board
of directors may determine, which capital stock may, from time to time,
be increased to an amount not exceeding one hundred thousand dollars;
said increase in the capital stock to be made under such rules and regula-
tions as the board of directors of said company may prescribe, and to be
approved by a majority in interest of the stockholders at any regular or
called meeting; and said company shall be authorized to commence busi-
nese as soon as twenty thousand dollars of its capital stock at par value
has been subscribed for. And the directors may receive cash, labor, ma-
terial, real and personal property suited to the business of the com-
pany in payment of subscriptions to the capital stock at such valuation
as may be agreed upon between the directors and the subscribers, and
may make such subscriptions payable in such manner or amounts at such
times as may be agreed upon with the subscribers.

4. It shall be lawful for said company to receive grants and subscrip-
tions of lands, coal, iron, timber, material, or other property along the
line of its road as hereinbefore described, or labor, or services, at such
values and upon such terms as may be agreed upon with the board of
directors of said company, and it may make payment for the same in its
stock or bonds, and may hold the same at pleasure: provided, it shall not
exceed the amount provided for by the general law. And it shall be
lawful for any city, county, or town to grant the said Virginia Southern
Railroad Company a right of way through or across its roads or streets
for the purpose of building and operating its said railroad in pursuance
of the general law, and it shall be lawful for any railroad company, or
other incorporated company, to subscribe to the stock of and aid in the
construction of said Virginia Southern Railroad Company, or to ac-
quire the bonds of said railroad company.

5. It shall be lawful for said company to borrow money, or 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, and to secure the pay-
ment of said bonds by mortgages or deeds of trust upon all or any por-
tion of its property, railroads, and franchises.

6. It shall be lawful for said company to guarantee or hold the stock
or bonds of any railroad, mining, manufacturing, or other corporation of
this State, and any railroad, mining, manufacturing, or other corpora-
tions may guarantce or hold the stock or bonds of the said company.

?. The said corporation is authorized and empowered by such route or
routes as it may select to locate, construct, equip, operate, and maintain
an extension of its main line to a point at or near the North Carolina
State line, and such branch routes of standard or narrow gauge as shall
not be in excess of twenty-five miles in length, as may be necessary, in the
judgment of the board of directors, for the accommodation of the public,
and to bring to market lumber, minerals, and products in the counties of
Grayson and Smyth, in the State of Virginia, or to connect with any
other railroad that is now or may hereafter be constructed in or to any of
said counties.

8. 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, and may connect
or unite its railroad with that of any other railroad company now or
hereafter constructed in or to any of the counties hereinbefore mentioned,
or consolidate or merge its stock, property, and franchises with those of
any company operating or authorized to operate a connecting line of
railroad, upon such terms as may be agreed upon by the board of directors
of the companies so uniting or consolidating ; and for that purpose power
is hereby given to it, and to such other company or companies, to make
and carry out such contracts as will facilitate and consummate such con-
neetion, merger, or consolidation. _

9. Sajd company may subscribe to, or guarantee, the stock
or bonds of any mining, manufacturing, or developing com-
pany, or loan money to such companies for the establishment of
such industries. That said company shall have the power to intersect
or cross at grade or over or under any other railroad now constructed or
which may hereafter be constructed at any point on its route in the man-
ner prescribed by the general law of this State; to unite its road with
any of such roads, and to enter on the grounds of any of such railroad
companies for necessary sidings, switches, and conveniences to facilitate
the economical exchange of passengers and traffic between the respective
roads; all of such to be done in the mode prescribed by the law of this
State.

10. The said company shall be required to commence the construction
of said railroad within two years from the passage of this act, and to
complete the construction of the main line within five years thereafter.

11. That the first board of directors shall consist of H. P. Copenhaver,
R. L. Greear, Jerome Moltz, Clarence E. Sprout and J. A. Beeber, who
shall act as such until their successors have been elected and qualified ;
that the affairs of the company shall be conducted under the management
and control of the board of directors, who shall, on the third Tuesday in
July in each year, or at such time as shall be fixed by the by-laws, elect
a president, vice-president, secretary, and treasurer, and the first board
of directors shall elect all of said officers to hold their offices until the
regular election of nineteen hundred and three. The board of directors
shall have the power to fill vacancies in the board caused by death or resig-
nation, and to fill vacancies in the offices of said company caused by death,
resignation,or other cause,and remove any officers so selected with or with-
out cause by a majority vote. Three directors shall constitute a quorum
of the board. Each stockholder in the company shall, at all meetings,
or elections, be entitled to one vote for each share of stock registered in
his name. And that the annual meeting of the stockholders of said com-
pany shall be held on the third Tuesday in July of each year, or at such
time as shall be fixed by the by-laws, at the office of the company, in the
State of Virginia, at which time they shall elect a board of five directors,
who shall hold office for the period of one year, and until their successors
shall be elected and qualified; and the directors of the company shall be
authorized to call such meetings of the stockholders, upon reasonable
notice, and at such times, as they deem fit for the transaction of any
business.

12. The board of directors may establish offices and agencies at such
places as they may deem proper, but the general and principal office of
the company shall be located at some point within the limits of the State
of Virginia, and said corporation shall be, and always remain, a Vir-
ginia corporation.

13. All laws or parts of laws in conflict herewith are to that extent
hereby repealed. All taxes due the Commonwealth by said company shall
be paid in lawful money of the United States, and not in coupons. This
act shall be in force from its passage, but the general assembly of the
State of Virginia reserves to itself the right to modify, alter, or repeal
this act at any time hereafter.

14. No stockholder in said company shall be liable for the debts and
obligations of the company to any greater extent than the amount due
from him upon any unpaid subscription made by him to the capital
stock of said company.