Chap. 87.—An ACT to incorporate the Virginia central railroad company.

Approved January 22, 1898.

1. Be it enacted by the general assembly of Virginia, That J. Chester
Wilson, Henry W. Lambirth, and IL. K. Myers, of Philadelphia, Penn-
sylvania, and M. A. Coghill, J. A. Salle, A. A. Rudd, W. W. Baker,
and KE. T. Baker, of Virginia, their associates, successors, and assigns
he, and they are hereby, incorporated and made a body politic and
corporate, under the name and style of Virginia central railroad com-
pany, and as such are authorized and empowered to locate, construct,
equip, and operate a railroad commencing at or near Chester, on the
line of the Richmond and Petersburg railroad, and thence by the moxt
practical route to or near Tallsboro, on the line of the Southern railwa

2. The said company shall have perpetual succession, and shall have
the power to sue and be sued, plead and be impleaded, defend and be
defended in all courts, whether at law or in equity, and may make and
have a common seal and alter and renew the same at pleasure, and shall
have, possess, and enjoy all the rights and privileges of a corporation or
hody politic in the law, and necessary for the purposes of this act.

3. The capital stock of said company shall not be less than fifty
thousand dollars, and may from time to time be increased to five mil-
lions by the issue and sale of shares, preferred or common stock, or both,

upon such terms and cenditions and under such regulations as the board
of directors of said company may prescribe, the par value of which shall
not be less than one hundred dollars; and the directors may receive
cash, labor, material, bonds, stock, real or personal property, in pay-
ment of subscriptions to the capital stock at such valuation and at such
prices as may be agreed upon between the directors and the subscribers,
and may make such subscriptions payable in such manner or amounts,
and at such times as may be agreed upon with subscribers; and when-
ever two hundred and fifty shares shall have been subscribed to, and the
sum of twenty-five thousand dollars paid in cash, the subscribers, under
the direction of any five of the incorporators hereinbefore named, who
themselves shall be subscribers, may organize the said company by elec-
ting a president and board of directors, and by electing and providing
for the appointment of such other officers as may be necessary for the
control and management of the business and affairs of said company,
and thereupon they shall have and exercise all the powers and functions
of a corporation under the charter and the laws of this state.

4. It shall be lawful for said company to borrow money and issue an<
sell its bcnds from time to time for such sums and on such terms as its
board of directors may deem expedient and proper for any of the pur-
poses of the company and to secure the payment of said bonds by mort-
gages or deeds of trust upon all or any part 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, and it may,
as the business of the company shall require, sell, lease, convey and
encumber the same.

5. It shall be lawful for said company to subscribe to, guarantee, and
hold the stock and bonds of mining, manufacturing, and other corpora-
tions, and any mining, manufacturing, and other corporations mav
subscribe to, guarantee, and hold the stock and bonds of the said com-

any.
P 6. The said company is authorized and empowered to locate, con-
struct, equip, and operate any lateral or branch roads or tramways, not
to exceed twenty-five miles in length, which a majority of its stock-
holders may determine to construct, maintain, equip, 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 roads with that of any other
company or companies and consolidate and merge its stock, properties,
and franchises with and unto those of any other company or companies
operating or authorized to operate a connecting road, not a competing
line, in this state; and the said company is authorized to extend its
lines to any point or points on the James or Appomattox rivers, and to
there erect, construct, or build, lease or purchase, or cause saine to he
erected, constructed, or built, the necessary wharves, piers, or any other
appliances needful for the transhipment of freight of any character
whatever. The said company shall have power to cross at grade, over
or under any other railroad, now constructed or which shall be hereafter
constructed within the state, at any point on its route, subject to the
provisions of the general law of this state, to unite its roads with any of
the said roads, and to enter upon said railroad companies’ lands with
the necessary turnouts, sidings, switches, and conveniences in further-
ance of the objects of its construction, as well as to facilitate the eco-
nomical exchange of passengers and tr: attic between the respective roads:
provided, the acquisition of any of the real estate of another company
shall be in the mode preseribed by the laws of this state.

7. It shall be lawful for the company to acquire, by donation or pur-
chase, or by condemnation, according to the laws of this state, land for
right of way, depots, stations, and other purposes necessary for the eon-
struction and operation of its road through any of the counties where
it is authorized to construct its line of road.

8. The said company shall be required to commence the construction of
the railroad within two vears from January first, eighteen hundred and
ninety-eight, and to complete the construction of its main line within
tive vears from that date, or otherwise the powers, privileges, and fran-
chises hereby granted shall be annulled and become void.

9%. Each stockholder in’ the company shall, at all meetings, or elect-
ions, be entitled to one vote for cach share of stock registered in his
name. And the president and board of directors of said company may
enact such by-laws, rules, and regulations for the management of the
affairs of said company, as they may deem proper and expedient.

10. The board of directors shall be stockholders of said company.
and shall consist of such nuniber as the stockholders may determine
upon, and shall be elected at the stockholders’ annual meeting, to be
held on such days as the by-laws of the company may direct, and shall
continue in office for the term of one vear from and after the date of
their election and until their successors are elected and accept the duties
of the ofhiee, and they shall appoint one of their number president, and
in case of death, resignation, or incapacity of anv member of the board
of directors during his term of oflice, the said board shall elect his sue-
cone wr for the unexpired term.

. The board of directors may establish offices and agencies at such
vl wes as they may deem proper, but the principal office of the com-
pany shall be located in this state.

12. All taxes due the commonwealth by said company shall be paid
in lawful money of the United States and not in coupons.

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