Chap. 711.—An ACT to incorporate the Tidewater and West Virginia railroad
| company.

Approved March 3, 1900.

1. Be it enacted by the general assembly of Virginia, That W. H.
Hall, F. P. Woodruff, George U. Holman, George H. Pierce, Georgé C.
Cressy, and such other persons as they may associate with them, and
their successors or assigns, be, and they are hereby, made and constituted
a body politic and corporate, by the name and style of the Tidewater
and West Virginia railroad company, and shall have all powers, rights,
and franchises necessary for the purpose of locating, constructing, equip-
ping, maintaining, and operating by steam, electricity or other motive
power, a railroad with such number of tracks as they may desire from
any point in the counties of Rockingham, Shenandoah, or Frederick to
any point on the Chesapeake bay or its estuaries between the York and
Potomac rivers, or on York river, or to any point on the south side of
the James river, by such route as the board of directors of said company
may determine: provided that the said railroad shall at no time parallel
the Richmond, Fredericksburg and Potomac railroad either by its main
line or its branches.

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 equity, and may make and have
a common seal, and alter and renew the same at pleasure, and shall have
and possess and enjoy all the rights and privileges of a corporation or
body politic, and necessary for the purpose of this act.

3. That the capital stock of said company shall not be less than one
hundred thousand, nor more than fifty millions, of dollars, to be divided
in shares of the par value of one hundred dollars each, and said stock
may be all common 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, conditions, and voting powers as may be determined by
the said company. It may receive money, labor, material, 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 such valuations as may be agreed upon,
and said subscriptions may be received from individuals, companies, asso-
ciations or corporations, and said company hereby incorporated may sell,
lease, exchange or otherwise dispose of any lands or other property how-
ever 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 receive subscriptions to the capital stock at any time and place;
and when the sum of one hundred 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 authenticated 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 restrictions imposed by the law of this state ap-
plicable to internal improvement companies, except so far as the same
may be changed or modified by this act. Said company may have a
president and any number of directors and officers as it may determine,
and instalments on original subscriptions of stock shall be paid at such
time and places and in such manner and amounts as the directors may
preseribe. After the subscription to the minimum amount of stock of
sald company the said directors, 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 such
places and in such manner or amounts as the said board of directors
may prescribe, and no stockholder shall be held liable for the indebted-
ness 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
purposes 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 interest, and payable at such time and place as the board of
directors may direct, and may secure the same by one or more mort-
gages or deeds of trust on the road, road bed, franchises, incomes, and
on the other real and personal and mixed property of the said company,
or such part or parts thereof 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 discount 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 bends into stock of said company at any time, and may receive in
payment of said bonds property, securities or shares in any corporation.

6. It shall be lawful for any railroad 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
for the purposes hereinbefore stated.

?. The principal office of said corporation shall be located in Rich-
mond, Virginia, but the board of directors shall have the power to
establish other offices and agencies at such places as they may deem
proper.

8. Said railroad company shall have the right to construct and main-
tain all necessary bridges over and across all rivers and streams over
which said railroads 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 build, 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 any other telegraph or telephone line or lines, and to build,
construct, and operate its road on any street in any city or town in this
state, subject to the consent and approval of such city or town. The said
company shall have the right to acquire and own by purchase or lease
quarries, mines, coal-beds, timber lands, lumber yards, tanneries, fur-
naces, and rolling mills, and erect and operate, lease, or sell the same,
and to sell and dispose of the products thereof, and to construct, main-
tain, and operate lateral or branch lines to said properties: provided,
the same does not exceed twenty miles in length, and to lease, purchase,
and own steamboats, barges, and other water craft propelled by steam 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
constructed or which shall hereafter be constructed within this state
on 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 economical 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 law 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
taxation prescribed by law for the recordation of mortgages upon works
and property of railroad companies lying 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 city of Virginia in which
property covered by such mortgage may be located upon paymient 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-dock, elevators, offices, and other uses which
may be deemed necessary and incident to its successful operation, and
tu construct suitable buildings, wharves, dry-docks, turnouts thereon.

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 mecting at which all the shares of the capital stock of the com-
pany are represented in person or by proxy, to lease, use, operate, con-
solidate 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 any railroad or transportation now or hereafter incor-
porated; and from time to time it may consolidate its capital stock, prop-
erty, franchises, by change of name or otherwise, with the capital stock,
property, and franchises of any railroad or transportation company upon
such terms as may be agreed upon by the respective railroad or transpor-
tation company or companies now or hereafter incorporated, with the
approval of a majority in amount of its or their shareholders, respec-
tively, given at an annual meeting or at a meeting specially called for
such purpose or at which all the shares of the capital stock are repre-
sented in person or by proxy, to make and carry out such contract of con-
solidation 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 or its successor 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 constituent com-
panies, and it or its successors shall have the right from time to time
to consolidate with other railroad or transportation companies, which
railroad and transportation companies are authorized to consolidate
therewith in the manner provided for herein: provided, that in all con-
solidations 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 corporation
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, 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
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 indebted-
mess 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 or 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 meeting of 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 otherwise 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
stockholders may prescribe how such by-laws may be amended and re-

ealed.

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

17%. All taxes and debts due or to become due the state of Virginia
by the corporation shall be paid in lawful money of the United States,
and not in coupons.

18. Work shall commence upon the construction of said road within
two years of the granting of this charter, and shall be completed within
five years.

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