Chap. 444.—An ACT to incorporate the Norfolk, Portsmouth and Berkley Tunnel
Company.

Approved March 29, 1902.

1. Be it enacted by the general assembly of Virginia, That F. Rich-
ardson, Joseph T. Allyn, H. L. Page, W. H. Taylor, S. Q. Collins, B. W.
Ieigh, A. E. Krise, R. H. Baker, junior, Robert Tait, Albert B. Schwarz-
kopf, and Thomas H. Wilcox, or such of them as shall accept the pro-
visions of this act, and such other persons as may hereafter be associated
with them, their successors and assigns, be, and they are hereby, declared
to be a body corporate and politic by the name and style of the Norfolk,
Portsmouth and Berkley Tunnel Company, and by that name may sue
and be sued, plead and be impleaded in all the courts of law and equity
in this State or elsewhere, and shall have perpetual succession, and have,
make, and use a common seal, and may break, alter, and renew the same
at their pleasure; and may ordain and publish such by-laws, ordinances,
and regulations as they may think proper and wise, and generally may do
every act and thing necessary to carry this act into effect or promote the
design of this corporation ; and this corporation shall have all the rights,
powers, and privileges conferred by, and be subject to, all the provisions
of the general laws of Virginia in reference to corporations and chartered
companies, so far as the same may be applicable to and not inconsistent
with the provisions of this act, including the right to condemn, in ac-
cordance with the laws of this State, such property as may be necessary
for the purposes of this company.

2. The capital stock of this company shall not be less than one hundred
thousand dollars nor more than five hundred thousand dollars, divided
into shares of the par value of one hundred dollars each, and the sub-
scriptions to the shares of stock of said company may be paid in land or
other property—treal, personal, or mixed—leases, options, rights of way,
and other rights or easements, labor, services, machinery, materials,
stocks, bonds, and other securities of individuals or other corporations or
industrial companies at such valuation as may be agreed on in each case
by the owners and the board of directors of said company. It shall be
lawful for other corporations to subscribe to the capital stock of this
company, or otherwise to become holders of the stock or other securities
of this company, and this company may in like manner hold shares of
stock in any other corporation or company in all respects as a private
individual.

3. A majority of the persons named as the incorporators in the first sec-
tion of this act, who shall accept the provisions of this charter, may, at
any time or place, receive private subscriptions to the capital stock of this
corporation, and they may also, in their discretion, open the books of the
company for subscription to said capital stock at such time or times, and
at such place or places, and after such notice as they may deem proper
(and it shall not be necessary for any money to be paid upon subscriptions
to the capital stock of this company at the time of subscribing), and as
soon as said minimum amount of capital stock shall have been subscribed
for, the subscribers, or those holding a majority of the capital stock of
this company, shall have full power and authority to hold a general stock-
holders’ meeting without giving any notice thereof, and such meeting
shall constitute a lawful and valid general stcckholders’ meeting, at
which business of any and every character may be transacted. The an-
nual meeting of the stockholders of this company shall be held there-
after at such time and place as said stockholders, in general meeting,
may appoint, and a general meeting of this company mav be held at anv
time and place upon the call of the president, or board of directors, or of
the stockholders owning together at least one-tenth of the capital stock ;
and the annual or any stockholders’ meeting under this section mav be
held after first giving five days’ notice of the time and place thereof by
publication in some newspaper published in the city of Norfolk, Vir-
ginia. In all meetings of the stockholders each stockholder shall cast one
vote for each.share of stock held by him. No stockholder shall be liable
on account of his stock further than for any unpaid subscription he may
owe thereon.

The principal office of said company shall be in the city of Norfolk,
Virginia.

4. The officers of said company shall consist of a president, vice-presi-
dent, secretary and treasurer, who shall be «lected by the stockholders
at the annual meeting of the stockholders, and who shall hold office until
their successors are duly elected and qualify, and a board of eleven direc-
tors, of which the president, vice-president, secretary and treasurer shall
be ex-officio members, but said stockholders, in general meeting, may in-
crease the number of directors.

5. The board of directors shall have power to borrow money, and, from
time to time, issue bonds of such denominations as it may deem best, and
may secure said bonds by one or more mortgages or deeds of trust upon all
of its property, franchises, and incomes, or such part thereof as may be
mentioned in said mortgages or deeds of trust.

6. Said company is hereby authorized, empowered, and permitted to
locate, construct, and equip a tunnel of such dimensions as it may deem
proper from some point in the city of Norfolk, in the State of Virginia,
under the bed of the Elizabeth river, to some point in the town of Berk-
ley, in the county of Norfolk, Virginia; also from some point in the city
of Norfolk, Virginia, to some point in the city of Portsmouth, in the
State of Virginia, and also from some point in the town of Berkley to
some point in the city of Portsmouth, Virginia: provided, however, that
the said Norfolk, Portsmouth and Berkley Tunnel Company shall not use
any street, streets, or parts thereof, in the cities of Norfolk and Ports-
mouth and town of Berkley without first obtaining the consent of the
councils of said cities and town so to do. Said company may construct in
said tunnel a railway, and may operate its cars over the same by steam,
electricity, or such other motive power as it may select. Said company
may have the right to charge reasonable tolls and fares for the use of said
tunnel by cars, vehicles, animals, and persons, and may make leases with
other railroads for the use of the tracks in said tunnel and its approaches ;
and for the purpose of constructing said tunnel and its approaches said
company is authorized to acquire, by purchase or condemnation, such
real estate as it may deem necessary, not to exceed one acre in any city or
county in this State.

7. Said company is hereby authorized and empowered to consolidate
with any other corporation chartered under the laws of this State upon
such terms as may be mutually agreed upon by the board of directors of
the respective companies: provided, however, that such agreement shall
be ratified by the stockholders of each company in a general meeting of
the stockholders to be called in accordance with the provisions of this
act: and provided, further, that a copy of such agreement shall be filed
with the secretary of the board of public works of the State of Virginia.

8. Work shall begin on said tunnel within two years from the passage
of this act, and the same shall be completed within five years from the
date of the passage hereof.

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