Chap. 846.—An ACT to invorporate the Portsmouth and Smithfield railroad com-
pany.

Approved March 3, 1898.

1. Be it enacted by the general assembly of Virginia, That John L.
Watson, C. Fenton Day, A. J. Phillips, R. E. Boykinand T. J. Wool,
and their associates, successors and assigns, be, and they are hereby,
constituted a body politic and corporate by the name and style of the
Portsmouth and Smithfield railroad company.

2. The said company shall have perpetual succession, and shall have
power to sue and be sued, plead and be impleaded, defend and be de-
fended in all the courts, whether in law or in equity; and make and have
a common seal, which it may alter and renew at pleasure; and shall
have, possess and enjoy all the rights, powers and privileges conferred,
and be subject to all the general restrictions imposed by the laws of this
state upon such bodies politic and corporate.

3. ‘The capital stock of the said company shall be not less than twenty
thousand dollars, and may from time to time be increased by the stock-
holders of said company, in meeting assembled, to any amount not ex-
ceeding five hundred thousand dollars, and shall be divided into shares
of one hundred dollars each; and the board of directors may dispose of
same at such prices and upon such terms and under such regulations as
they may determine; and the directors may receive cash, labor, mate-
rial, bonds, stocks, real or personal property in payment of subscrip-
tions to the capital stock at such valuation as may be agreed upon be-
tween the directors and the subscribers, and may make such subscrip-
tions payable in such manner or amounts and at such times as may be
agreed upon; the incorporators above named, or a majority of them, may
receive subscriptions to the capital stock in such manner as they may
deem best, and no advertisement of the time and place at which the
books will be open for subscriptions shall be necessary. The said com-
pany shall have the power to issue preferred stock upon such terms as
may be determined upon by the board of directors.

4. The board of directors of the said company shall consist of five
members, which number may be increased to any number not exceeding
twelve, at any annual meeting of said company, the directors to hold
oflice for the term of one year and until their successors are elected and
accept the oflice; or they may be divided and elected as is provided by
an act approved "March second, eighteen hundred and eighty-eight (ses-
sion acts eighteen hundred and eighty- seven and eighteen hundred and
elghty-cight, page four hundred and forty-eight); and the said board of
directors shall from their number elect a president, and may elect such
other oflicers and employees as they may deem necessary for the proper
conduct of the affairs of the company; and they shall fill any vacancy
that may occur in the board or in the office of president.

The said Portsmouth and Smithfield railroad company is hereby
authorized, empowered and permitted to locate, construct, equip, main-
tain and operate a railroad of standard or narrow gauge, with one or
inore tracks, to be operated by steam or electric power, from any point
in the city of Portsmouth, or in the county of Norfolk, in this state, by
such route as may have already or may be hereafter adopted by the
directors of the said company, through the counties of Norfolk, Nanse-
mond and Isle of Wight, and across the western branch of Elizabeth
river, Nansemond river and Pagan creek, and into the town of Smith-
field, or to any point in the county of Isle of Wight; and the said com-
pany shall have the right to construct bridges across the western branch
of Elizabeth river, the Nansemond river and Pagan creek, provided the
navigation of the said rivers and creek shall not be interfered with. The
said company shall have the right to operate a ferry on the Elizabeth
river, in connection with its railroad, or any of its branches, and shall
have the right to cross the track of any other railroad company at grade,
or over or under the same, subject to the provisions of the general laws
of the state of Virginia.

6. The said company is authorized and empowered to locate, construct,
equip and operate any lateral branch or tramway, not excceding ten
miles in length each, which a majority of its stockholders may determine
to construct and operate, and by such route as may be determined by its
board of directors; and the said company may connect or unite its said
road with that of any other company or companies, or consolidate or
merge its stock, property and franchises with those of any other company
or companies operating or authorized to operate in this state, upon such
terms and under such name as may be agreed upon between the compa-
nies so uniting or connecting, merging or consolidating, or to enter into
traflic or other arrangements of contract with any other railroad com-
pany organized under the laws of this state for doing business over the
line of such other railroad; and to that end power is hereby given to such
company to make and carry out such contract by lease, purchase, acqui-
sition of stock in such company, or otherwise, as will facilitate and con-
summate such connection or consolidation or such traflic contract upon
such terms as may be agreed upon by the board of directors of this com-
pany and any other such company. And the said company may own,
charter, or otherwise employ vessels propelled by steam or sail, or by
other means, in order to facilitate and meet the demands of trade and
conimerce, and to construct all necessary works, conveniences and facil-
ities as will aid it in the furtherance of its purposes, such as wharves,
piers, warehouses and other structures, with the right to charge and col-
lect tolls for the use of the same.

7. It shall be lawful for the said company to borrow money and to
issue and sell its bonds, either coupons or registered, from time to time,
for such amount, amounts or sums, and on such terms as its board of
directors may deem expedient and proper for its purposes and may
secure the payment of said bonds by one or more mortgages or deeds of
trust, conveying in trust all or any portion of its property, real, per-
sonal and mixed, its contracts and privileges and its chartered rights
and franchises, including its franchise to be a corporation, to such trus-
tee or trustees as to the board of directors may seem proper; and it
may, as the business of the company shall require, sell, lease, convey
and encumber all or any portion of its property, rights, privileges or
franchises.

8. It shall be lawful for said company to subscribe to and hold shares
of the capital stock in any manufacturing company, railroad company,
or other corporation, organized under the laws of this or any other state;
and any manufacturing company, railroad company, or other corpora-
tion organized under the laws of this or any other state, may subscribe to
and hold shares of stock in said company, or may purchase, hold or
guarantce the bonds of the said company.

The said company may acquire by condemnation, according to the
laws of the state of Virginia, the lands required for the right of way of
the said railroad and its branches, and for the necessary stations and
depots, yards, and terminal facilities for its operation; and may use the
public roads of any county through which its line may run, by and
with the consent of the Judge of the county courts of the respective
counties, and upon making compensation to the abutting landowners,
and may in like manner use the streets of any town through which its
line may run, by and with the consent of said town

10, Hach stockholder in the said company shall at all meetings or
elections be entitled to one vote for each share of stock registered in his
name; and the president and the board of directors of the said company
may enact such laws, rules and regulations for the management of the
affairs of the said company as they may deem expedient.

11. Whenever the said corporation shall exercise any of the privileges
conferred py this act it shall be liable to the same taxes as may. be im-
posed by law upon like corporations or persons exercising like privileges:
and all taxes due the commonwealth by the said company shall be paid
in lawful money of the United States and not in coupons.

12. This act shall at all times be subject to amendment, alteration
and repeal by the general assembly of Virginia, and in the event of a
consolidation with any other company this company shall remain a
Virginia corporation so far as the right of suing and being sued is con-
cerned.

13. The construction of the said road shall begin within two years
from the first day of April, eighteen hundred and ninety-eight, and
completed within five years from the date of the passage of this act.

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