Chap. 268.—An ACT to amend and re enact an act to incorporate
the Virginia and Kentucky railroad company, approved March
8, 1884, as amended by an act approved November 22, 1884, and
an act approved May 12, 1887.

Approved February 16, 1892.

Be it enacted by the general assembly of Virginia,
That the act entitled “an act to incorporate the Virginia
and Kentucky railroad company,” approved March third,
eighteen hundred and eighty-four, as amended by an act
approved November twenty-second, eighteen hundred and
eighty-four, aud an act approved May twelfth, eighteen
hundred and eighty-seven, be, and the same is, hereby
amended and re-enacted so as to read as follows:

1. Be it enacted by the general assembly of Virginia,
That James B. Ley, J.D. Blair, A. V. Sims, William Dif-
fendal, L. C. Berkeley, Jr., Berryman Green, R. A. James,
J.L. Hurt, M. P. Jordan, H. F. Vass, W. N. Ruffin, George
E. Hicks, B. E. Hicks, J. T. Watson, George W. Swain
C. H. Conrad, F. X. Burton, H. R. Scott, R. L. Wolfolk
J. F. Rison, J. G. Friend, Virginia real estate investment
-ompany, and such other persons and corporations as they
may associate with them, and their successors and assigns,
thall be, and they are hereby, constituted and ordained a
ood y corporate and politic by the name of the Atlantic
Soast and Northwestern railroad company; and by that
name shall have all the powers, rights, privileges, and fran-
s=hises convenient or necessary to locate, construct, main-
fain, equip, and operate a railroad, to be known as the
Atlantic Coast and Northwestern railroad, from some point
in Patrick, Henry, or Pittsylvania counties, thence cross-
ing the Norfolk and Western railroad between Dublin, in
Pulaski county, and Marion, in Smyth county, Virginia,
to some point on the Kentucky or Weat Virginia state
lines.

2. The capital stock of the said company shall not be
less than one hundred thousand dollars nor more than ten
million dollars, to be divided into shares of one hundred
dollars each; and whenever one hundred shares shal! have
been subscribed to, and the sum of ten thousand dollars
paid, the subscribers, under the direction of any five of
the incorporators hereinbefore named (who themselves
shall be subscribers), shall be organized by the acceptance
of the following of the above-named incorporators, of the
duties of the respective offices, and so forth, of George E.
Hicks as director and president, of A. V. Sims as director,
vice-president, and general manager, and of William Dif-
fendal, John G. Friend, and J. T. Watson as directors, or
may organize the said company by electing a president
and board of directors, and by electing or providing for
the appointment of such other officers as may be necessary
for the control and management of the business and af-
fairs of the said company. Money actually received and
expended on the Virginia and Kentucky railroad may be
considered as cash paid on the capital stock of said At-
lantic Coast and Northwestern railroad company at its face
value by the persons or corporations who have already
paid money for this purpose: provided, they subscribe to
said capital stock.

3. In all meetings of stockholders, each subscriber who
shall have paid all calls on his stock theretofore made
shall be entitled to one vote for each share of stock held
and owned by such subscriber.

4. That the president and directors of said company
may enact such by-laws, rules and regulations for the
management of the affairsof said company as they may
deem proper and expedient, the same being consistent
with the constitution and laws of this state and of the
United States.

5. That at any time after the passage of this act, any
three or more of the aforesaid corporators may open books
at such time and at such place or places as they may elec:
for the purpose of securing and receiving subscriptions tc
the capital stock of this company, and it shall be lawful
to receive such subscriptions to said stock from any con.
necting railroad company, or from any mining, manu-
facturing, or real estate investment company, or from any
county or counties in Virginia that may be interested in
the construction of said railroad; and the said company
may receive ‘subscriptions to the capital stock, and pay-
ment, in part or in whole, of such subscriptions, in any
property, real or personal, and upon such terms and at
such rates and values as shall be agreed upon by the
board of directors of the company; and the said company
may acquire, by purchase or grant, mineral or other lands
at any point within twenty miles of its line of road, or
any of its connecting roads, and may dispose of same by
deed, or may develop and mine the same.

6. Any county, town, or city along the line of said
railroad, or any county, town, or city adjacent to another
county through which such line passes, or any county,
town, or city benefited by said railroad, may, pursuant to
the general laws of Virginia, subscribe to the capital
stock of the said railroad.

7. The said company is hereby authorized to subscribe
to the capital stock of any connecting railroad company
which is not a parallel or competing line, or to any mining,
manufacturing, or real estate investment company situa-
ted on their own lines or contiguous thereto.

8. That the said company shall have the power to con-
struct, maintain, equip and operate such branch roads as
the board of directors may determine to construct, main-
tain, equip and operate, running from points on its line
in any direction: provided any such branch line shall
not exceed twenty miles in length.

9. That the board of directors hereinbefore provided for
shall consist of not less than five nor more than eleven,
and shall be elected by the stockholders at their annus!
meeting, to be held on such day as the stockholders may
direct, and shall continue in office for the term of one year
from and after the date of their election and until their
successors are elected and accept the duties of the office,
and so forth. And in case of death, resignation, or inca-
pacity of any member of the board of directors during his
term of office, the said board shall elect his successor for
the unexpired term, and in case of the death, resignation,
or incapacity of the president during his term of office, then
the said board of directors shall elect one of their number
to fill the unexpired term, and also elect a member to their
board, as hereinbefore provided for, to fill the vacancy oc-
casioned by the election of the president.
10. The said company may, from time to time, borrow
such sums of money as may be necessary or convenient
for its purposes, and to secure such loans, or for the pur-
poses of sale, may issue its bonds, bearing interest at a
rate not exceeding six per centum per annum, and may
sell, exchange, or hypothecate said bonds on such terms
as its president and board of directors may deem ad-
visable, and may secure said bonds and the interest
thereon by deed or deeds of trust or mortgage conveying
its property and franchises in whole or in part: provided,
however, that a lien of not more than forty thousand dol-
Jars per mile of single track on its main line, sidings, and
branches shall be created under the authority of this sec-
tion; and said company may, and it is hereby authorized
to, consolidate its line with that of any other railroad
company, or lease its lines to or lease the lines of such
connecting company whenever and upon such terms as a
majority of its stockholders may approve, and to this end
full power and authority is hereby granted to such con-
necting road for that purpose: provided this company al-
ways remain a Virginia corporation so far as the right of
suing and being sued is concerned. This company, to
build up business or develop the adjacent country, or to
enhance the value of its own or other interests, may buy,
sell, or guarantee bonds, stock, or interests in other corpo-
rations, except banks of circulation.

11. The shares of the company shall be deemed person-
al property, and, as such, assignable and transferable on
the books of said company, under such rules and regula-
tions as may be fixed and prescribed by the directors, who
shall have power, from time to time, to increase the capi-
tal stock of said company, so that it shall not exceed ten
million dollars, as aforesaid.

12. The principal office of said company shall be loca-
ted at its point of crossing the Norfolk and Western rail-
road, or at such other more convenient place in the state
of Virginia as its board of directors may determine.

13. That the said company, by the acceptance of this
charter, hereby agrees to pay all taxes, dues, and demands
due the state that may hereafter be lawfully passed against
it in lawful money of the United States, and not in cou-

ns.

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