CHAP. 270.—An ACT to amend and re-enact sections 8, 6, 7, and
8 of an act approved April 28, 1887, entitled an act to amend and
re-enact an act approved February 12, 1888, entitled an act to
incorporate the Roanoke and Southern Railway company.

Approved February 18, 1890.
1. Be it enacted by the general assembly of Virginia,

That sections three, six, seven, and eight of am act ap-
proved April twenty-eight, eighteen hundred and eighty-
seven, entitled an act to amend and re-enact an act ap-
proved February twelfth, eighteen hundred and eighty-
81x, entitled an act to incorporate the Roanoke and South-
ern railway company, be amended and re-enacted so as to
read as follows:

§3. The capital stock of said Roanoke and Southern
railway company shall not exceed eight millions of dol-
lars, to be divided into shares of one hundred dollars each.
Each share subscribed shall be entitled to one vote in all
meetings of the stockholders of said company, and twenty-
five thousand dollars shall be the minimum subscription
on which said company may be organized.

§6. The board of directors of said company shall be
annually elected by the stockholders in such number as
shall seem to the stockholders best. Ateach annual meet-
ing of the stockholders they shall fix on the time and
place or places where the next subsequent election of the
directors shall be held, at which time and place the di-
rectors of said company shall be elected to serve fora
term of one year and until their successors are elected ;
but if the day of the annual election of directors should
under any circumstances pass without an election, the
corporation shall not thereby be dissolved, but the direc-
tors formerly elected shall continue in office until a new
election takes place. In case of a failure to have a regu-
lar election as aforesaid, a special election of directors
may be held at such time, place, and manner as may be
agreed on by such stockholders. The selection of such
directors shall be by ballot, each stockholder having as
many votes as he has shares in the stock of the company,
and the persons, to the number fixed as the number of
directors, who shall receive the greater number of votes
polled, shall be considered duly elected directors; and at
all elections and upon all votes taken at any meeting of
the stockholders upon any by-law or any affair of the
company, each share of the stock shall be entitled to one
vote, to be represented by the shareholder, either in person
or by proxy, the authority of all proxies to be determined
by the stockholders present. The board of directors may
fill any vacancies which may occur in the same, the direc-
tor so appointed to hold until his successor is elected.
The president of the company and one or more vice-presi-
dents thereof shall be annually elected by the directors
from among their number in such manner as the regula-
tions of the company shall prescribe, and shall hold their
offices for a term of one year and until their successors
are elected. In the event of a vacancy in the office as
president, caused by death or otherwise, the vice-presi-
dents, in the order of their respective numbers, shall,
until an’election of president, succeed to the said office of
president and become invested with all of its duties and
powers. At all meetings of the board of directors held
in the absence of the president one of the vice-presidents
shall preside, and if no vice-president be present, a presi-
dent pro tempore shall be appointed by the board. The
secretary and treasurer of the company shall be elected
by the directors to serve as above prescribed for other
officers elected by the directors, and, if desired by the
directors, both offices may be held by one and the same
person. In the absence of the secretary or treasurer the
board may appoint one pro tempore. Vacancies in all
offices elective by the hoard of directors may be filled by
such board. The principal office shall be in the city of
Roanoke.

§7. It shall be lawful for the said Roanoke and South-
ern railway company to borrow money and to issue cou-
pon bonds, which bonds may be registered as the regis-
tered bonds of the company, in such denominations and
running for such time not exceeding thirty years, and
bearing interest at such rate and payable at such times
and places as the board of directors may direct, to be sold
or hypothecated by the directors of said company; and
to secure the same and the payment thereof the said com-
pany may execute a mortgage or mortgages tosuch person
or corporation as may be selected on all the properties,
real, personal and mixed, and all of the rights, franchises
and privileges of said company. The said mortgage or
mortgages may be on the entire line of said company’s
road, or on sections thereof, and shall be recorded and
become a lien as provided by law.

§8. It shall be lawful for said company to consolidate
with any other railroad company, not a competing line,
heretofore or hereafter incorporated, within or out of Vir-
ginia, whose line of railroad connects or will connect with
the line of the railroad hereby authorized to be constructed ;
and it shall be lawful for the Roanoke and Southern rail-
way company to lease or sell its works, property, privi-
leges and franchises to any other such company, and to
lease or purchase the works, property, privileges and fran-
chises of any other company heretofore or hereafter in-
corporated within or out of Virginia, whose line of rail-
road connects or will connect with the railroad authorized
to be constructed by this act. And any railroad company
heretofore or hereafter incorporated within or out of the
state of Virginia is hereby authorized to consolidate with
the Roanoke and Southern railway company, or to sell or
lease its works, property, franchises, and privileges, to the
said Roanoke and Southern railway company or to pur-
chase or lease the works, property, privileges and fran-
chises of the Roanoke and Southern railway company:
provided, that no consolidation of the Roanoke and South-
ern railway company with any corporation chartered by
any state other than Virginia, or any lease or sale thereof,
shall operate to prevent such consolidated company from
being acorporation of this state, or in any manner im-
pair the jurisdiction of the courts of this state in respect
to the property, privileges and franchises of such consoli-
dated company. The consolidation heretofore had and
made between the Roanoke and Southern railway com-
pany, chartered under the laws of the state of Virginia,
and the Roanoke and Southern railway company, char-
tered under the laws of the state of North Carolina, is
hereby declared to he legal and valid; and all acts done
by the said consolidated company, and all mortgages exe-
cuted by the said consolidated company, not in conflict with
their respective charters, or the laws of the states aforesaid,
are hereby declared legal and valid. And the said consoli-
dated company is invested with all the powers, rights,
franchises and privileges of the Roanoke and Southern
railway company, as incorporated in Virginia and in
North Carolina, except where such charters of incorpora-
tion conflict with one another or with the laws of the said
states.
2. This act shall be in force from its passage.

a ee ee + ae # Stiga —

CHAP. 271 —An ACT toincorporate the Alleghany Street Railway
company.

Approved February 18%, 1890.

1. Be it enacted by the general assembly of Virginia,
That W.C. Moody, W. M. McAllister, H. L. Chiles, M. H.
McClintic, George K. Anderson, Henry Taylor, junior, M.
H. Pendleton, O. Hileman, C. E. Wortham, junior, E. M.
Nettleton, James W. Taylor, J. Yost, R. L. Parrish, and F.
O. French, their associates, successors and assigns, be, and
they are hereby, constituted a body corporate and politic
by the name of the Alleghany street railway company,
and as such shall have all of the privileges,rights, franchises
and immunities, and be subject to all of the regulations
and restrictions applicable to such a corporation.

2. The said company shall have power and authority to
construct, equip, maintain and operate a street railway,
with the consent of the respective town councils, along
and upon and through the streets of the towns of Clifton
Forge and Iron Gate, in the county of Alleghany, and
with the consent of the county courts of the respective
counties, to any point in the counties of Alleghany and
Botetourt, and particularly in said county of Alleghany,
so as to connect by said street railway the said towns of
Clifton Forge and Iron Gate.
3. The said company is authorized to transport passen-
gers overs its line or lines of railway at such rate of fare as
it may adopt, and may use horse, electric or steam power
to propel the cars upon its road.

4. The capital stock of the said company shall not be
less than ten thousand dollars, nor more than two hun-
dred thousand dollars, to be divided into shares of one hun-
dred dollars each.

5. The said company may acquire and hold such real
estate as shall be necessary to the successful operation of
its road, and may acquire land in payment of subscriptions
to its capital stock, or by donation, and may sell, lease, or
otherwise dispose of the same, and shall have the right to
enter, by their agents, upon, and cause to be condemned
in the manner prescribed by law for the condemnation of
land for works of internal improvement, any land needed
for the purposes of their said railway.

6. The company shall have power and authority to sell
or lease its said road or any part thereof; to borrow money
for the uses of the corporation; to issue bonds and sell
the same, and secure any loan made to it or any bonds
issued by it, by mortgage or deed of trust upon all or any
part of its estate, franchises and income.

7. The said company may connect its street railway
with any other street railway in said county or towns,
upon such terms as may be agreed upon, and may lease
and acquire from the owners or managers of such street
railway their line or any part thereof, and any or all
appurtenances thereunto belonging.

8. The following persons named in this act, to-wit: W.
C. Moody, W. M. McAllister, George K. Anderson, Henry
Taylor, junior, M. H. McClintic, C. E. Wortham, junior,
J. Yost, O. Hileman and R. L. Parrish, shall constitute the
first board of directors of the said company, and until
their successors are elected by the stockholders shall man-
age the affairs of the company. As soon after this act
goes into effect, as they deem it expedient, said board shall
meet and elect one. of its members president, and may
authorize any one or more of its members, or any other
person or persons, to solicit subscriptions to the capital
stock of said company; such subscriptions to be payable
in such manner as the said board may determine. When-
ever the minimum amount of capital stock herein named
shall have been subscribed, the president of said board
shall call a meeting of the stockholders, and the company
shall then be organized upon such basis as the stock-
holders may determine.

9. The said company shall pay its taxes in money and
not 1n coupons.

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