Chap. 300.—An ACT to amend and re-enact an act entitled an act to incorporate
the Potomac river railroud company.

Approved February 11, 1898.

1. Be it enacted by the general assembly of Virginia, That an act
entitled an act to incorporate the Potomac river railroad company,
approved February twenty-eight, eighteen hundred and ninety-six, be
amended and re-enacted so as to read as follows:

S1. Be it enacted by the general assembly of Virginia, That R. W.
Moore, B. FL Mackall, J. E. “Willard and D. §. M: wekall, of Virginia,
and Herman Hoopes, Spencer Cosby and Powell Evans, of Philadel-
phia, or such of them as may accept the provisions of this act, their
assoclates and successors, are hereby constituted a body politic and cor-
porate under the name and style of the Potomac river railroad company,
and by that name shall be known in law, and shall have perpetual suc-
cession, and have power to sue and be sued, plead and be im-
pleaded, defend and be defended in all courts, whether in law
or in equity, and may make and have a common seal, and alter
and renew the same at pleasure, and shall have, enjoy and exer-
cixe all the rights, powers and privileges pertaining to corporate bodies
and necessary for the purposes of this act, and may make by-laws
riles and regulations consistent with the existing laws of the state of
Virginia, for the government of all under its authority, the management
of its estates and properties, and the due and orderly conduct of its
affairs; with full power to locate, construct, equip, maintain and ope-
rate any tramway or railroad lines from a point at or near the Potomac
river, in Alexandria county, opposite the District of Columbia, through
the counties of Alexandria and Fairfax, to the town. of Falls Church,
and through the eounties of Alex: andria, Fairfax, Prince William, Lou-
doun, Fauquier, Clarke, Warren and F rederick and Shenandoah to the
West Virginia state line, and to the Great Falls of the Potomac, and to
such other points in said counties, or any of them, as said corporation
through its board of directors shall designate, and also branch lines not
exceeding twenty miles in length, which shall be determined upon bya
vote of two-thirds of the stockholders of said company: provided, that
failure to construct any one of said lines shall not affect this charter as
applicable to the other lines or branches constructed, but the same shall
continue and be in force; and said company may construct, equip,
maintain and operate such bridges, docks, freight, storage and transfe
houses as the board of directors may deem necessary, and the said com
pany may construct and operate its railroad in the counties of Alexan
dria and Fairfax, upon such of the public roads, in said counties, for suc
distances and for such times and upon such contracts and subject t
such conditions, limitations and restrictions as it may make and agre
upon with the boards of supervisors of Alexandria and Fairfax coun
ties respectively, which contracts the said boards of supervisors ar
hereby authorized to make with said company.

_$§ 2. That said company shall have the power to acquire by purchase
aift or condemnation, according to the provisions of the laws of Vir
ginia, such lands as the board of directors of said company shall deen
necessary for right of way, sidings, depots, shops, bridges, docks
freight, and warehouses, and other purposes required by said corpora
tion in the transaction of business and the storage and transfer of freigh
and property.

§ 3. The capital stock of said company shall not be less than twenty
five thousand dollars. The par value of each share issued shall be one
hundred dollars, and subscriptions to the stock shall be made and re
ceived under and according to such regulations as the board of director:
of said corporation may make; and said capital stock may be increasec
by a vote of two-thirds of the capital stock at any time, a certificate o
such increase to be filed with the secretary of state, such increase to be
subject to taxation the same as though added in this charter as the
maximum capital stock. Payments of subscriptions may be made ir
labor, materials, contracts, bonds, stocks of any railroad company, real
and personal property, at valuations to be fixed by the board of directors
and in cash. Any county, municipality or town through or in which
the road of said company, or any branch thereof, may locate, may sub-
scribe to the capital stock or bonds of said company in the mode pre-
scribed by law.

§ 4. The said company shall have the right to cross at grade, or by,
over, or under crossings, intersect, Join, or connect its railroad with any
other railroad now constructed or which may be hereafter constructed
within said territory, and may consolidate its lines, property and fran-
chises with any other railroad or bridge corporation with whose railroad
or bridge a connection is made, and may subscribe and hold the stock
of any other such corporation ; said company may purchase or lease
the property, franchises, railroad, trackage, and appurtenances of any
other railroad corporation now existing or which may hereafter exist ;
and may lease to any other corporation trackage or rights of way over
its lines or any branch thereof, and the use of transfer warchouses,
Jocks, or other privileges for such term or terms as may be agreed upon,
and may acquire by purchase and may use all the rights, fr anchises and
property of the Potomac and Great Falls railroad company granted and
acquired under its charter heretofore granted and the amendments
thereof.

§ 5. Said company shall have the right to borrow money, issue bonds,
und secure the payment of the same by a deed or deeds of trust or
mortgage on any or all of its property and franchises.

§ 6. The persons-namedq 1 in the first section hercef,shal] constitute the
board of directors of said company until their successors are elected, as
herein provided ; and they shall, within sixty days after the passage of
this act, organize by electing from their number a president, secretary,
and treasurer, and may elect such other officers and appoint such agents
as they may deem necessary; and may adopt such regulations and by- “laws
as may be needful for receiving subscriptions to the stock of said company
and transac ting its business (unless such action has been taken, in
which case it is hereby ratified). Upon the full subscription of the
minimum capital stock herein provided, and payment to the treasurer of
said company of two per centum thereof, the said company shall be
deemed fully organized for the transaction of business. The directors
herein named shall, upon the completion of the organization as afore-
said, call a mecting of the stockholders for the purpose of electing a
board of nine directors, who shall thereafter have the control and man-
agement of the affairs of said company; and it shall be lawful for the
stockholders to divide said board into three classes of three directors
each, and at the first election elect one class for one year, and one class
for two years, and one class for three years, and thereafter elections may
be had annually of three directors for three years. All directors shall he
stockholders, and the president and treasurer of said company shall be
directors; all other officers may be selected without regard to such quali-
fication. The board of directors shall have the right to make all by-
laws and regulations for the management and control of the affairs of
said company, and mav fill all vacancies occurring in the board during
the year for the unexpired term: provided, that a failure to elect direc-
tors at anv annual meeting shall not impair the organization, but each
director shall hold over and act until his successor is duly elected by the
stockholders as herein provided, and special meetings of the stockhold-
ers may be called at any time, in accordance with the by-laws, by the
board of directors, if they so clect, for the purpose of electing directors
to fill vacancies.

§ 7. The directors named in section one of this charter shall exercise
all the powers of the company and do whatever might be authorized hy
the stockholders until the election of a board of directors by the stock-
holders as herein provided.

§ 8. The said company shall commence construction within two years
ae February twenty-eighth, eighteen hundred and ninety-eight, and
complete construction of at least fifteen miles of track within five years
thereafter.

$9. The said company shall pay its taxes in lawful money of the
U nited States and not in coupons.

$10. The general assembly of Virginia reserves the right to alter or
repre: al this act at any time hereafter.

§ 11. The principal office of this company shall be located in the
county of Alexandria, state of Virginia.

2. The said company, within the scope of the full enjoyment of all
the purposes hereinbefore mentioned, shall have and enjoy, besides the
powers and_ privileges in this act particularly enumerated, all other
gencral powers, provisions, and privileges conferred by the general in-
corporation laws of this state upon companies duly incorporated under
the same, and shall_be subject to the general regulations jn such law pro-
vided, except in so far as they are or may be altered by the provisions
of this act, and all acts or parts of acts inconsistent herewith are hereby
repealed.

3. This act shall be in effect from its passage.