Chap. 594.—An ACT to incorporate the Richmond and Washington air-line
railway company.

Approved Mareh 3, 1900.

1. Be it enacted by the general assembly of Virginia, That John
Skelton Williams, E. Saint John, J. William Middendorf, James H.
Dooley, T. C. Williams, junior, Gardiner L. Boothe, Julian T. Burke,
and such other persons as may be associated with them, and their
successors, be, and they are hereby, made a constituted body politic
and corporate, by the name of the Richmond and Washington air-line
railway company, and shall have all the rights, powers, and franchises
necessary for the purpose of locating, constructing, equipping, main-
taining, and operating a railroad, with single or double tracks, from the
city of Richmond, or any point in Henrico county, to a point on the
Potomac river located in either Fairfax or Alexandria counties, or the
city of Alexandria.

2. Any four of the incorporators hereinbefore named may organize
the company by electing a president and board of directors, and may
elect and appoint such other officers as may be necessary for the proper
management of said company’s affairs, and when the minimum capital
stock herein provided for shall have been actually subscribed for, they
shall have and exercise all the general powers and functions of a cor-
poration and internal improvement company under the laws of this
state, and be subject to all restrictions imposed by the laws of this
state applicable to internal improvement companies, except so far as
the same may be changed or modified by this act.

3. The capital stock of the company shall be not Mss than five
hundred thousand dollars, to be divided into shares of the par value of
one hundred dollars each, and said stock may be all common or such
part or parts preferred as the directors may from time to time deter-
mine. Each share of stock shall be entitled to one vote: provided, how-
ever, that the said companv is hereby authorized to increase its capital
stock from the said sum of five hundred thousand dollars to an addi-
tional sum not exceeding twenty-five thousand dollars per mile for each
mile of such main line and such branch roads as they shall construct.

4. It shall be lawful for the said company to acquire in subscrip-
tion to the capital stock of said company land or other land damages,
money, work, labor, materials, property, bonds, or other means available
for their purposes, and to receive subscriptions from individuals, other
companies or corporations, and the said company may sell, lease, or
otherwise dispose of any lands or properties under this section. _

5. The directors of said company may open the books for subscrip-
tion of stock, from time to time, as they may deem expedient, until
the stock is fullv taken. and instalments on original subscriptions of
stock, as well as those afterwards received, shall be paid at such times
and places and in such amounts as the directors may prescribe: pro-
vided, however, that the directors shall require two dollars per share to
be paid upon each share subscribed for in cash at the time of taking
any subscription, as required by section eleven hundred and seven of
the code of Virginia.

6.—(a) With the approval of a majority in amount of its stockholders
given at any annual mecting or a meeting specially called for that
purpose or a meeting at which all the shares of the capital stock are
represented, in person or by proxy, 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 anv railroad or transportation
company now or hereafter incorporated by the laws of the United States,

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or any of the states thereof, whether such company be formed by the
consolidation of other companies or not; 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 franchises of
any other such railroad or transportation company, upon such terms as
may be agreed upon by the respective companies, power being hereby
granted to any such railroad or transportation company or companies
now or hereafter 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 stockholders, respectively, given at a meeting
specially called for such purposes or at which all the shares of the
capital stock are represented in person or by proxy, to make and carry
out such contracts 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 stockholders
of such companies uniting therein. Such consolidated corporation shall
be vested with all the rights, privileges, and franchises of the constituent
companies, and it or its successor shall have the right from time to
time to consolidate with other railroad or transportation companies
mentioned in this act, which railroad and 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 Vir-
ginia, a certified copy whereof shall be evidence of such consolidation,
and that any corporation with which the said company may consolidate,
or which it may lease, shall be and remain subject to the jurisdiction of
the courts of this state, and the lines of the railroad operated by it in the
said state of Virginia shall be subject to the general laws of the state:
and provided, further, that anv stockholder who dissents from any such
consolidation may, within sixtv days thereafter, apply bv 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 consolidated corpora-
tion the value thus determined of such stock upon transfer thereof to
the new company.

(b) It may from time to time purchase, own, and hold bonds or other
evidence of the debt and shares of the capital stock of any railroad com-
pany or companies formed under the laws of this or anv 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 company.

(c) It mav from time to time acquire or guarantee the stocks and
bonds, or either, of any inland, coast or ocean transportation companv
or companies; and it mav develop or aid in the development of its busi-
ness by acquiring or guaranteeing the stocks and bonds, or either, of
hotel, lighterage, wharf, warehouse, drv-dock, elevating and other com-
panies whose enterprise facilitate transportation, or are necessary or
convenient in connection therewith, or as a part thereof: provided.
however, and it is made a condition upon which this charter is granted.
that neither the company hereby incorporated nor any other company
with which it mav be consolidated. or which may control its rights and
franchises, or which may acquire the right to use its properties or fran.
chises, shall lease, operate, purchase or otherwise control the properties,
rights, or franchises of or consolidate with the Richmond, Fredericks-
burg and Potomac railroad company, nor consolidating its capital stock,
property or franchises with the capital stock, property or franchises of
the said Richmond Fredericksburg and Potomac railroad company,
either by agreement or other arranzement with said company, or with
any other company which may hereafter consolidate with or otherwise
acquire the capital stock, property, and franchises of the said Richmond,
Fredericksburg and Potomac railroad company: and provided, further.
that no rights, franchises or immunities granted under this act shall
be effectual should this company or the Richmond, Petersburg and Caro-
lina railroad company or the Raleigh and Gaston railroad company, or
any of their leased, associated or operated lines enter into any contract
with the Richmond, Fredericksburg and Potomac railroad company
hefore the stock and dividend obligations held by the state of Virginia
In the said last named company have heen sold and paid for, and the
road constructed, as provided for in this charter, which shall be less
favorable in its terms, provisions, operations, and results to the said
Richmond, Fredericksburg and Potomac railroad company and the
interests of the state therein than the present terms and rates under
the contract now existing between the said Raleigh and Gaston railroad
company on behalf of itself, its leased, associated, and operated lines
and the Richmond, Fredericksburg and Potomac railroad company,
dated the sixteenth day of December, eighteen hundred and ninety-nine,
which has been ordered to be recorded in the office of the secretary
of the commonwealth; the object and intent of this charter, and the
condition upon which it is granted, being that the said Richmond and
Washington air-line railway company shall, within the times hereinafter
specified, build, equip, and operate a railroad between the points named
in this charter, to be separate and independent from the said Richmond,
Fredericksburg and Potomac railroad.

7. Said company or its successors formed under the terms of this
act may increase from time to time its capital stock and issue the same
of one or more classes or kinds, and in one or more series or grades, with
such preferences, conditions, and voting powers as shall be provided in
the regulations of the majority in amount of the stockholders authorizing
the issue of the same, and may scll or otherwise dispose of the same at
such prices and on such terms as may be approved by such majority of
stockholders at any mecting, and may receive in payment thereof prop-
erty, securities or shares in any railroad or other corporation mentioned
in this act, and any stock so issued and sold or disposed of shall he
deemed fully paid and non-assessable: and from time to time it may
increase or decrease the amount of any class or kind or grade of such
stock with the approval of the majority in amount of the stockholders
given at a mecting of stockholders called for that purpose, or at which
all the shares of the capitad stock are represented in person or by proxy.
unless and except as otherwise expressly provided in the certificates
representing stock previously issued. Said company, or its successor,
may from time to time borrow monev in such amounts as it may deem
expedient, and issue bonds or other evidences of indebtedness therefor,
and may secure the same by mortgage or deed of trust upon any or all

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of its property and franchises, and may issue and sell the same at such
prices and upon such terms as the board of directors may determine.

8. And it appearing that the said corporators hereinbefore named
of the said Rchmond and Washington air-line railway company, or
some of them, have deposited with the Richmond trust and safe deposit
company, fifty thousand dollars in cash, for which a certificate of
deposit has been given by the said Richmond trust and safe deposit
company, authorizing the said sum of money to be drawn by the holder
of said certificate, which certificate has been turned over to the governor
of the state of Virginia, upon the agreement that in case this charter,
as herein provided and set forth, becomes a law and the said corporators
of the said Richmond and Washington air-line railway company, or
some of them or some other person, does not within twelve months after
the passage of this act purchase the two thousand seven hundred and
fifty-two shares of common stock and one thousand nine hundred and
twenty-seven dividend obligations of the Richmond, Fredericksburg and
Potomac railroad company, now owned by the state of Virginia, at
the sale of the same provided for by an act of the present general
assembly, at a price of not less than two hundred dollars per share
for each share and each dividend obligation, ex-dividend, or in case
the said railroad shall not be constructed and completed as herein pro-
vided, then and in either of these events the said fiftv thousand dollars
shall be and become the property of the state of Virginia, and the said
certificate shall be turned over to the treasurer of the state to be col-
lected and turned into the state treasury: provided, however, that any
interest accruing on said certificate of deposit before the said sum is
turned into the treasury as aforesaid, shall be paid to the persons who
have made said deposit, or their order; and this charter shall be in-
operative and without force or effect until all of the said stock and
dividend obligations of the said Richmond, Fredericksburg and Poto-
mac railroad company shall have been sold by the state: and provided
further, that this charter shall in Jike manner be inoperative and with-
out force or effect, unless within thirty davs from the passage of this act
the said corporators of the Richmond and Washington air-line railway
company, or one or more of them or some one for them, shall execute
and acknowledge a bond payable to the commonwealth of Virginia, with
corporate security, to be approved by and filed with the governor of
Virginia, in the penalty of seventy-five thousand dollars, and con-
ditioned as follows: First, that if all of the aforesaid stock and dividend
obligations of the state shall, upon a public offering thereof on or before
the expiration of twelve months from the passage of this act as afore-
said, be purchased by the corporators or some other person for not
less than two hundred dollars for each of said shares and dividend
obligations, ex-dividend; and, second, that if the said Richmond and
Washington air-line railway company shall, within the time herein
limited, build, and construct its road from the city of Richmond, or any
point in Henrico county, to a point on the Potomac river, located in
either Fairfax or Alexandria counties, or the city of Alexandria, as
herein provided, then and upon the happening of both of these events,
the said bond to be void, otherwise to remain in full force and effect,
and the amount of same forfeited to the state of Virginia as liquidated
and agreed damages. And the said bond, in case of the violation of
either of the conditions aforesaid, may be sued on and the amount
thereof recovered in the circuit court of the city of Richmond.

9. Whenever a sale of the present interest of the state of Virginia
in the Richmond, Fredericksburg and Potomac railroad company shall
have been made at not less than the minimum price aforesaid and its
terms complied with and the said railroad constructed and completed
in compliance with the provisions of this charter, then the said certi-
ficate of deposit, now lodged in the hands of the governor, shall be re-
turned by him to the persons from whom the same was received, or
to their order.

10. The construction of the said road shall be commenced within
eighteen months and completed within five years from the passage of
this act, otherwise this act shall be of no force or effect.

11. All taxes and debts due or to become due to the state of Virginia
by the said corporation shall be paid in lawful money of the United
States, and not in coupons. But nothing in this act shall be construed
to exempt the said Richmond and Washington air-line railway com-
pany from the payment of state, county or municipal taxes.

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