CHAP. 579.—An ACT to incorporate the Broadway and West Vir-
ginia railway company.

Approved March 4, 1890.

1. Be it enacted by the general assembly of Virginia,
That George Whittig, Wilson Harper, E. D. Root, C. R.
Winfield, P. W. Pugh, J. F. Brauner, G. F. Aldhizer, J. M.
H. Stover, of the county of Rockingham; Samuel E. Gris-
com, of Philadelphia, Pennsylvania: Joseph Barton, of
East Hampton, Connecticut; and Harlow Spencer, of New
York city, or any five of them, and such other persons as
they may associate with them, are hereby declared and
made a body politic and corporate by the name and style
of the Broadway and West Virginia railway company.
Said company ghal] have perpetual succession and a com-
mon seal, which it may renew or alter at pleasure, and
may sue and be sued, plead and be impleaded, contract
and, be contracted with, and make ordinances, by-laws,
and regulations not inconsistent with the provisions of
this act, the laws of this state or of the United States, for
the government of its officers and agents and the conduct
of its affairs.

2. The capital stock of the company shall be five hun-
dred thousand dollars, and may be increased at any time,
or from time to time, by the shareholders at any regular
meeting or a meeting called for that purpose, by a vote of
the owners and representatives present of a majority of
the shares, to a sum not exceeding one million dollars for
its main line, to be divided into shares of one hundred
dollars each, to be subscribed for or otherwise required un-
der the direction of any five of the persons herein named, or
of the temporary officere of the company, or of such agent
or agents as they or the company hereby incorporated may
hereafter appoint for that purpose, and at such place or
places, and upon such notice, as they may deem neces-
sary.

3. Any person or any corporation may subscribe for and
hold stock in said company, and any person or corpora-
tion holding lands in this or any adjoining state may
donate the same toor subscribe for stock in said company
payable in land, for which certificates of stock, full paid

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and non-assessable, may be issued at such price as may be
agreed on between said company and the owners and sub-
scribers of such lands; and it shall be lawful for said
company to receive and hold the title to all lands so ac-
quired or which it may purchase, and to possess, occupy,
manage, improve and develop the same as fully as a natu-
ral person could do, or to lease and sell or convey at plea-
sure, or mortgage and encumber its said lands upon such
terms and for such objects as the interests and business of
the said company may require.

4. The corporators hereinbefore named or as many as
may assemble after ten days’ notice of the time and place
of meeting has been given in some newspaper published
in Rockingham county, may meet for the purpose of etfect-
ing a temporary organization, which temporary organiza-
tion shall continue in force and perform all the duties and
have all the powers of a regular board for two years unless
a permanent organization shall be sooner effected, as here-
inafter provided. A president, vice-president, five directors
and such other officers as may be deemed essential at the
meeting of the corporators, shall constitute the temporary
organization aforesaid.

5. Said company shall be and is hereby authorized and
empowered to survey, locate, construct, equip, maintain
and operate a line of railway of any gauge it may adopt,
with a single or double track, from the town of Broadway,
in the county of Rockingham, through the said county of
Rockingham to any point or points in the said county on
the line of the states of Virginia and West Virginia, and
to that end the said company is invested with all the
powers conferred by the code and general laws of the
state, and subject to all the restrictions of the same rela-
ting to railway companies, and not inconsistent with this
act.

6. Said company shall have power to borrow money to
such an amount as if may deem proper, not exceeding ten
thousand dollars per mile for its tracks, and to isaue for
any loan bonds of the company, bearing interest at such
rate not exceeding eight per centum per annum, as the
company may determine by resolution or establish in its
by-laws. To secure the payment of such loan or loans,
principal and interest, said company may execute one or
more mortgages or deeds of trust on the whole or any part
of its property, real, personal, and mixed, including its
charter and franchises.

7. It shall be lawful for said company to dispose of any
portion of its share capital not taken up by the subscrip
tions aforesaid, in such manner as its board of directors
may determine, in furtherance of the objects and inter-
ests of the company; and it may issue therefor, at anr
time, and from time to time, certificates, full-paid and
non-assessable, and in all respects similar to shares pre-
viously issued to subscribers to the capital stock, unless,
in the judgment of said company, it may become expe-
dient to declare a portion thereof preference stock, which
may lawfully be done by a majority of shareholders at any
legal meeting, regular or called, held under this charter.

8. It shall be lawful for said company, in addition to its
main line from Broadway to the line of Virginia and West
Virginia, to construct, equip, maintain, and operate branch
lines, not exceeding twenty miles in length each; and for
the construction and equipment of any such branches, said
company may from time to time increase its capital stock
beyond the maximum hereinbefore authorized, to an
amount not exceeding twenty thousand dollars per mile of
such branch or branches, and obtain subscriptions thereto,
and borrow money thereon, separately or on the general
credit of the company, to the same proportional amount
as herein provided for the main line, by bonds and mort-
gage or deeds of trust.

9. Said company shall provide for a fair and equitable
connection with other ‘railways it may intersect in this
state, without discriminating against such roads in the
interchange of freights and passengers, where such roads
consent to reciprocate and pro rate with said company ;
and where the gauge permits said company shall provide
for a reciprocal interchange of cars upon equal and indis-
criminating pro rata terms with any such intersecting or
connecting road in this state. Any dispute or disagree-
ment arising under this section which the parties cannot
settle may, by their agreement, be referred to and deter-
mined by the board of public works of Virginia.

10. After the main line of said railway shall have been
completed to the state line, it shall be lawful for said
company to acquire, by purchase, lease, or otherwise, and
maintain and operate any other railway line connecting
with said company’s road at either terminus, or at any
other point on its main or branch lines.

11. In all meetings of the company each share of stock
shall entitle the owner or his proxy to one vote thereon.
‘The personal liability of any and every shareholder shall
in no case extend beyond the amount due and unpaid
upon the shares of stock held, owned, and unpaid by such
shareholder.

12. All conveyances, contracts, and other written in-
struments vesting title in said company shall be made to
it in its corporate name; and deeds made by the said
company or its trustees, in any mortgage or deed of trust
conveying any of its Jands, shall contain the usual cove-
nants of title, and shall also contain or have appended
thereto a plat or map showing the courses and distances
bounding the land conveyed, by actual survey, clearly and
distinctly laid down.

13. The principal office of the said company shall be in
the town of Broadway, but it may have other offices
wherever its business may require, within or beyond the
limits of this state, and the meeting of its board of di-
rectors may be held at any of its offices or elsewhere, on
such notice as the by-laws may provide for.

14. The right to the franchises granted by this charter
shall vest as soon as twenty thousand dollars of the capi-
tal stock is subscribed and five hundred dollars thereon
is paid to the corporators herein named, or to such person
or persons as they may appoint, and as soon as this con-
dition is complied with the corporators may call a general
meeting of the stockholders, by published notice in one or
more of the newspapers of Rockingham county, or by
printed circular notice to each stockholder, at such place
as may be designated in such notice. At such meeting, if
a majority of the shares be represented in person or by
proxy, a board of not less than five nor more than nine
directors shall be elected, and from their number a presi-
dent, vice-president, and managing director shall be elected
by the board. The board so elected shall supersede the
temporary board, and at once enter upon their duties, and
hold their office for one year and until their successors
are duly elected. The board of directors of said company
are invested with power and authority to do all and every
act and thing that the company might lawfully do during
their continuance in office, unless otherwise provided in
this act. The company’s by-laws shall provide for the
appointment and removal, compensation, and duties of all
other officers and agents of the company.

15. Work on said company’s railway shall be com-
menced within two years from the passage of this act, and
not less than five miles be completed within five vears
thereafter, or the franchise hereby granted may be repealed
by the general assembly, and the company required to go
into immediate liquidation.

16. The said company shall be subject to all general
laws of the state applicable to railway companies and not
inconsistent with this act. Said company shall pay all
taxes that may be assessed on ita property by this state,
and all debts. dues, and demands that may be acquired
avainst said company by this state, in lawful money of
the United States.

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