Chap. 17.—An ACT ito incorporate the Virginia Express Company.

Passed December 17, 1866.

1. Be it enacted by the general assembly, That M. G.
Harman, John B. Minor, William McLaughlin, William Fra-
zier, Joseph R. Anderson, James J. A. Trotter, B. B. Don-
naghe, C. W. Purcell, Thomas Branch, J. M. McCue, and
their associates, successors .and assigns, be and they are
hereby declared to bea body politic and corporate, by the
name of The Virginia Express Company; and as such, shall
have the rights and privileges conferred, and be subject to
all the restrictions imposed on corporations by the fifty-sixth
and fifty-seventh chapters of the Code of Virginia, so far as
the same are not ipconsistent with this act. The persons
named in this section, or any two of them, shall be autho-
rized to receive subscriptions of‘ stock, and provide for the
prompt organization of the company, in such manner and
upon such notice to the subscribers as they may deem rea-
sonable. —

2. The capital stock of the company shall be not less than
fifty thousand dollars nor more than two millions of dollars.
The company shall have authority to create a preferred stock,
not exceeding one-fourth of the capital stock subscribed, and
issue certificates therefor, either registered or with coupons
attached, on which may.be guaranteed dividends out of net
profits, not exceeding ten per centum per annum; but holders
of preferred stock shall not be entitled to vote thereon.
Should the dividends on the entire stock exceed ten per cen-
tum per annum, the preferred stock shall share ratably with
the other stock therein. The company shall also have autho-
rity to issue certificates of registered stock, called “ freight
stock,” in shares of not less than twenty-five dollars each,
which may, at any time, at the option of the holder, be con-
verted into regular stock or be taken in and cancelled on
account of freights due.to the company. -Any railroad com-
pany may subscribe for and hold an amount of preferred
stock not exceeding twenty thousand. dollars. No stock
shall be transferable to any person who is not a stockholder,
without an express order of the board of directors: pro-
vided that thi restriction shall not impair the rights of bona
fide creditors to subject the interests of either the company
or stockholders, as the case may be, to legal execution and
sale as in other cases. .

3. The company shall have power to do an express and
transportation business within and beyond the limits of this
commonwealth, by land or water, for the conveyance of pro-
perty by means of their own or those of others hired for the
purpose; for this purpose, and to facilitate the exchange of
commodities and productions, to establish branch agencies in
Virginia and elsewhere, to insure property entrusted to its
care, and to indemnify itself by insurance against loss, or dam-
age by fire, or risks of navigation or transportation.

4. To enable said company to compete with foreign com-
panies, and in order to increase the public revenues, it shall
be lawful for any railroad company in this commonwealth,
by contract, to secure to said Virginia express company the
entire express transportation business over its’ line for a pe-
riod not exceeding two years: provided one per centum of
the actual receipts of said express company for servéce over
such line of railroad, in excess of the amount it pays such
railroad for such service during such period, be paid into the
public treasury; forms of returns of which shall be prepared
by the auditor of public accounts; and provided further, that
the rates charged by such express company over such rail-
road shall not exceed twenty-five per centum over and above
the average rate charged by such railroad companies during
such contract. But nothing herein contained shall be con-
strued so as to permit said Virginia express company to de-
mand or receive any additional compensation, either for re-
ceiving or delivering any articles or things transported by
said company, or as a premium for insuring such articles or
things against loss or damage from any cause, or for any
other consideration whatever: provided, that nothing in this
section shall except the Virginia express company from the
operation or control of any law that may hereafter be passed
by the legislature for the regulation of express business or
express Companies: provided also, that any railroad company
accepting the provisions of this act, shall thereby come under
the provisions of the general railroad law in regard to the tariff
of tolls, as prescribed in the Code of eighteen hundred and
sixty; or any other law or laws that may hereafter be passed
by the general assembly in relation to the tariff of tolls to
be charged by railroad companies.

5. The company shall be organized upon the subscription
of stock to the amount of fifty thousand dollars, and the
payment of the proportion thereof prescribed by law; the
residue of all stock subscribed shall be paid or secured in full
within thirty days after subscription; or the subscription shall
be deemed void. At least one-half of any subscription shall
be paid in cash, the other half may be secured by liens on
real estate in this commonwealth, duly recorded—the cash
value of which real‘estate shall exceed by one-third the
amount secured thereon, or by the transfer of the bonds of
solvent railroad companies, or the commonWealth of Vir-
ginia, or the United States. No certificate of stock shall be
issued to any stockholder until the whole amount subscribed
by such stockholder has been fully paid or secured. One-
half of the inpaid capital shall be used as a working capital,
the other half shall be invested and secured as a fund for in-
demnity against losses on consignments to the company; and
it shall not he lawful for said company to appropriate the
half of the capital so directed to be invested and secured, to
any other purpose than 4s a contingent: indemnity fund, and
such fund shall not be liable for any other debt of the com-
pany. This contingent indemnity fund may, from time to
time, be increased by transters thereto of the net profits of
the company. | |
' 6 The board of directors may declare dividends of profits
in such manner and on such notice as the by-laws may pre-
scribe. -

7. The contpany shall have power to sell, at public auction,
goods consigned to it, which may remain for one year in its
possessaon ; notice of which sale shall be given for at least
four successive weeks in some newspaper published in or
nearest the place of salé; which notice shall contain a de-
scription of the property, the time and place of consignment,
and the name and residence of the owner or consignee, if
known. fPerishable goods may be sold with or without no-
tice, as necessity may require. Out of the proceeds of such
sale the charges for storage, transportation and sale shall be
paid, and the net balances shall be held in trust for the own-
ers; and said company shall keep in a book provided for the
purpose, at its principal office, an accurate record of such
sales, which shall be open te the inspection of claimants.

8. The principal office of the company shall be kept in
the city of Richmond; but, by a vote of two-thirds of the
directors, it may be changed to any other place within this
commonwealth. Special meetings of the board may be held,
upon the order of the president, elsewhere than at the prin-
cipal office, whenever the business of the company may
require it.

9. Ten days’ notice of the time and place of the first meet-
ing of the stockholders shall be given in one or more of the
Richmond papers.
10. Any five stockholders may call a special meeting of
the stockholders, and if, after due notice of the time and
place of meeting, by publication thereof for four successive
weekgin two of the newspapers printed in Richmond, a ma-
jority in interest be not present in person or by proxy at any
general or special meeting, it shall be lawful for those who
are present, in person or by proxy, to transact any business
which might be done if all the stockholders were present.
Each stockholder shall be entitled to cast one vote for every
share of stock other than preferred or freight stock held b
him: provided, that nothing in this act contained shall ope-
rate to preclude any railroad company in this state from
doing an express business over their own line, or in conjunc-
tion with any other railroad company, in or outside of the
state of Virginia: provided further, that nothing in this act
contained shall allow any railroad company to transfer or
abandon its regular freighting business at the rates prescribed
by law, but it shall remain optional with any person to trans-
port by regular freight trains or by express.

11. The rights, privileges and franchises conferred by this
act shall not be assigned directly or indirectly to any other
express or transportation company, or to any railroad com-
pany.

12. This act shall be subject to repeal, alteration or amend-
ment, at the pleasure of the general assembly.

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