Chap. 566.—An ACT to incorporate the Potomac Western Railroad Company.
Approved April 2, 1902.

1. Be it enacted by the general assembly of Virginia, That Walter U.
Varney, H. B. Caton, J. M. Hill, N.S. Greenaway, and L. C. Barley, and
iheir associates, successors, and assigns, be, and are hereby, constituted a
hody corporate and politic by the name and style of the Potomac Western
Railroad Company, and shall have all powers, rights, and franchises neces-
sary for the purpose of locating, constructing, cquipping, maintaining,
and operating by steam, electricity, or other motive power a railroad, with
such number of tracks as they may desire, from any point on the Potomac
river, on the Chesapeake bay between the Potomac and York rivers, to
any point in the counties of Frederick, Shenandoah, Rockingham, High-
land, and Bath by such route as the board of directors of the said com-
pany may determine: provided, that the said railroad shall at no time
parallel the Richmond, F redericksburg and Potomac railroad.

2. That the said company shall have perpetual succession, and have
power to sue and be sued, plead and be impleaded, defend and be de-
fended in all courts, whether in law or in equity, and may make and have
a common seal, and alter and renew the same at pleasure, and shall have,
possess, and enjoy all rights and privileges of a ccrporation or body politic
and necessary for the purposes of this act.

3. That the capital stock of the said company shall not be less than fifty
thousand dollars, to be divided into shares of the par value of one hun-
dred dollars each, but the said stock may be increased, from time to time,
not to exceed two million dollars, by application to the circuit court of
the city of Richmond, and upon the prepayment of the tax due to the
State upon such increase as is required on legislative charters, the said
court shall authorize such increase. And the said stock may be all com-
mon, or any part or parts preferred, and issued in one or more classes or
kinds, or in one or more series or grades, with such preferences, condi-
tions, and voting powers as may be determined by the said company. It
may receive money, labor, matcrial, equipment, real, personal, or mixed
property, or the stocks or bonds of any railroad or other corporation in
payment of subscriptions to said company, or to the capital stock thereof,
at sich valuations as may be agreed upon, and said subscriptions may be
received from individuals, companies, associations, or corporations, and
said company hereby incorporated may sell, lease, exchange, or otherwise
dispose of any lands or other property, however acquired, at pleasure.

4. For the purpose of organizing said company, the persons first named
in this act shall constitute its first board of directors, and shall serve until
its first meeting of stockholders, and three or more may act, and may re-
ceive subscriptions to the capital stock at any time and place, and when
the sum of twenty-five thousand dollars is subscribed, they shall convene
the stockholders and organize said company. At said meeting one of
their number shall preside, and they shall certify said organization on the
books of the company, and their certificate or a copy thereof, duly authen-
ticated by a notary public, shall be received in any court as evidence of the
legal organization of said company. And when organized, they shall
have and exercise all the general powers of, and shall be subject to all re-
strictions imposed by, the laws of this State applicable to internal im-
provement companies, except so far as the same may be changed or modi-
fied by this act. Said company may have a president and any number of
directors and officers as it nay determine, and installments on original
subscriptions of stock shall be paid at such time and place and in such
manner and amounts as the directors may prescribe. After the subscrip-
tion to the minimum amount of stock of said company, the said direc-
tors, or as many of them as the company may determine, may open books
for subscription of stock, from time to time, and at such places as they
may deem expedient, until the maximum amount of said stock is fully
taken, to be paid at such time and at such places, and in such manner or
amounts, as the said board of directors may prescribe, and no stockholder
shall be held Hable for the indebtedness of said company in a sum greater
than may be due on the stock subscribed for or purchased by him at the
agreed price.

5. The said company shall have the power to borrow money for its pur-
poses in such amounts as it may deem expedient, and issue its coupons,
registered or other bonds, or other evidences of indebtedness therefor in
such denominations, running for such time, bearing such rate of interes
and payable at such time and place as the hoard of directors may direct
and may secure the same by one or more mortgages or deeds of trust on
the road, road-bed, franchises, incomes, and on the other real and = per-
sonal and mixed property of said company, or such part or parts thereo!,
or any of them, as may be designated in the mortgages or deeds of trust,
and may sell such bonds or other evidences of indebtedness at such dis-
count as may be thought best for the benefit of the company, and the
board of directors may confer on any bondholder the right to convert the
principal due or owing on such bonds into stock of said company at any
time, and may receive in payment of said honds property, securities, or
shares in any corporation.

6. It shall be lawful for anv railroid company, incorporated company,
county, city, or town to subscribe to said company hereby incorporated,
or to the capital stock of said company, or to acquire the stocks or bonds
of said company by purchase or otherwise, and powers are hereby con-
ferred on said companies, counties, cities, or towns to issue their bonds
ror the purposes hereinbefore stated.

The principal and general offices of said corporation shall be located
in Tichmend Virginia, or elsewhere in the State, as the board of direc-
tors may determine. The board of directors shall have power to establish
other offices or agencies at such places as they may deem proper.

8. Said railroad company shall have the right {o construct and main-
tain all necessary bridges over and across all rivers and streams over
which said railroad will pass: provided, the said bridges shall be so con-
structed as not to obstruct navigation.

9. Said company is authorized to build and construct lateral or branch
roads of standard or narrow gauge, not exceeding twenty miles in length,
which shall have all the powers and rights of the main line, and to buila.
operate, and maintain telegraph or telephone lines upon the lines of its
road, extension, or branches, and to sell, lease, or connect the same with
anv other telegraph or telephone line or lines, and to build, construci,
and operate its road on any street in any city or town in this State, sub-
ject to the consent and approval of such city or town. The said com-
pany shall have the right to acquire and own, by purchase or lease, quar-
ries, mines, coal beds, timber lands, lumber vards, tanneries, furnaces,
and rolling mills, and erect and operate, lease or sell the same. and to
sell and dispose of the produets thereof, and io construct, maintain. and
operate lateral or branch lines to said properties: provided, the same does
not exeeed twenty miles in length; and to Tease, purchase, and own
steamboats, barges, and other water craft propelled) by <team or other
motive power, to be operated in connection with its line of railroad, for
the transportation of freight or passengers. The said company shall have
the power to cross at grade over or under any other railroad now con-
structed, or which shall hereafter be constructed, within this State or
any point on its route, subject to the provisions of the general laws of
this State; to unite its road with any of the said roads, and to enter
upon the ground of such railroad companies with the necessary turnouts.
switches, sidings, and conveniences in furtherance of the object of its
construction, as well as to facilitate the cconomical exchange of passen-
gers and traffic between the respective roads: provided, that the acquisi-
tion of any of the real estate of another company shall be in the mode
prescribed by the laws of this State.

10. There shall be paid to the clerk of the county or corporation in
which any mortgage authorized by this act may be presented for recorda-
tion the existing rate of taxation for such recordation—the rate of taxa-
tion prescribed by law for the recordation of mortgages upon works and
property of railroad companies lving partly in this State and partly in
another State—and upon presentation of such mortgage to the clerk of
the court of the county or corporation in which it is proposed to record
such mortgage, and upon the payment of the tax thereon to the said
clerk, the said mortgage shall be recorded without other charge than
clerical fees provided in such cases. Certified copies of such mortgage
may be recorded in any county or eity of Virginia in which property
covered by such mortgage may be located upon payment of clerical fees.

11. The said company shall have the power to acquire, by purchase or
otherwise, lands for terminals, turnouts, stations, depots, shops, wharves,
warehouses, dry docks, clevators, offices, and other uses which may be
deemed necessary and incident to its suecessful operation, and to con-
struct suitable buildings, wharves, dry docks, turnouts, thereon: pro-
vided, however, it shall not aequire by condemnation more than three
acres In any incorporated town.

12. The company shall have the right. from time to time, as occasion
arises, with the approval of a majority in amount of its stockholders
given at any annual meeting, or a meeting specially called for that pur-
pose, or a meeting at which all the shares of the capital stock of the
company are represented, In person or by proxy, to lease, use, operate,
consolidate with, or purchase or otherwise acquire, or to be leased, used,
operated by, or consolidated with any railroad or transportation com-
pany now or hereafter incorporated by the laws of the United States or
any of the States thereof, whether such company be formed by the con-
solidation of other companies or not; it may, from time to time, lease,
use, consolidate with, or purchase, or otherwise acquire any part of the
line or property of anv railroad or transportation company now or here-
after incorporated, and, from time to time, it may consolidate its capital
stock, property, and franchises, by change of name or otherwise, with the
capital stock, property, and fr: anchises of any railroad or transportation
company upon such terms as may be agreed upon by the respective rail-
road or transportation company or companies now or hereafter incorpo-
rated, with the approval of a majority in amount of its or their stock-
holders, respectively, given at an annual meeting, or at a meeting spe-
cially called for sueh purpose, or at which all the shares of the capital
stock are represented, in person or by proxy, to make and carry out such
contract of consolidation or lease, sale, or other method of acquisition or
disposition. Such articles of consolidation shall state the terms and
conditions which may be agreed upon by the stoekholders of such com-
panies uniting therein. Such consolidated corporation, or its successors,
shall have the right to increase the capital stock, from time to time, and
shall be vested with all the rights, privileges, and franchises of the con-
stituent companies, and it or its successors shall have the right, from
time to time, to consolidate with other railroad or transportation com-
panies, which railroad or transportation companies are authorized to
consolidate therewith in the manner provided for herein: provided, that
in all consolidations a copy of the agreement therefor shall be filed in
the office of the secretary of the Commonwealth of Virginia, a certified
copy whereof shall be evidence of such consolidation, and that any cor-
poration with which the said railroad company may be consolidated, or
which it may lease, shall be and remain subject to the jurisdiction of the
courts of this State: and provided, further, that any stockholder who
dissents from such consolidation may, within sixty days thereafter, ap-
ply by petition to the circuit court of the city of Richmond to determine
the value of his stock, and shall be entitled to receive from said con-
solidated corporation the value as thus determined of such stock upon
transfer thereof to the new corporation.

13. Said company may, from time to time, purchase, own, and hold
bonds or other evidences of debt and shares of the capital stock of any
railroad or other company or companies formed under the laws of this
State or any other State or of the United States, and, from time to time,
may endorse, guarantee, or assume the bonds, evidences of indebtedness,
or capital stock of any such railroad or other company, and, from time to
time, acquire or guarantee the stocks or bonds, or either, of any inland,
coast, transportation, or other companies, and it may develop or aid in
the development of its business by acquiring er guaranteeing the stocks
and bonds, or either, of hotel, lighterage, wharf, warehouse, dry dock,
elevating, and other companies whose enterprise facilitate transportation,
or are necessary or convenient therewith, or as a part thereof.

14. Said company may issue its stock in one or more classes or kinds,
and in one or more series or grades, with such preferences, conditions,
voting power as shall be provided in the resolution of the majority in
amount of the stockholders authorizing the issue of the same, and may
sell or otherwise dispose of the same at such prices and on such terms as
may be determined by the board of directors, and any stock so issued
shall be deemed fully paid and non-assessable, and, from time to time,
the board of directors may increase or decrease the amount of any kind
or class or grade of such stock, with the approval of the majority in
amount of the stockholders given at a mecting of the stockholders called
for that purpose, or at which all the shares of the capital stock are repre-
sented, in person or by proxy, unless and except as othérwise expressly
provided in the certificate representing stock previously issued.

15. 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 stock-
holders may prescribe how such by-laws may be amended and repealed.

16. The construction of said railroad shall be commenced within two
years from the passage of this act and completed within five years there-
after.

17. It shall be lawful for the circuit court of the city of Richmond,
yon petition of the president and board of directors, at any time to
der a change in the name of the.company, but any such change of name
all be without prejudice to the rights of any creditor or to the exercise
any of the powers and privileges granted by this act.

18. All taxes and debts due or to become due the State of Virginia by
e corporation shall be paid in lawful money of the United States, and
t in coupons.
19. This act shall be in force from its passage.