Chap. 143.—An ACT to authorize the formation of the Atlantic, Missis-
sippi and Obio Railroad Company.

Approved June 17, 1870.

1. Be it enacted by the general assembly of Virginia, That
John Goode, Jr., and Thomas J. Corprew, of the city of Nor-
folk; George W. Bolling and J. A. Johnston, of the city of
Petersburg: E. H. Murrell, of the county of Campbell; Thos.
S. Bocock and Robert Early, of the city of Lynchburg; Wil-
liam Watts, of the county of Roanoke; James A. Walker, of
the county of Pulaski; Robert Crockett, of the county of
Wythe; Abram Fulkerson, of the county of Washington;
Henry S. Kane, of the county of Scott; and Peter C. John-
ston, of the county of Lee, be and they are hereby constituted
a board of commissioners, a majority acting, to effect the
organization of the Atlantic, Mississippi and Ohio railroaes
company, as provided by the terms of this act.

2. That the said Atlantic, Mississippi and Ohio railroad com-
pany may have a capital stock of twenty-five millions of dol-
lars, such part to be made common, such part preferred, and
such part an interest guaranteed stock, as the president and
board of directors of the said company may prescribe—all,
however, to be rated at one hundred dollars per share, par
value.

3. That it shall be the duty of the commissioners above
named, acting directly or by their agent or agents, to arrange
with the stockholders, other than the. state, of the Norfolk and
Petersburg, Southside, Virginia and Tennessee, and Virginia
and Kentucky railroad companies, as to the relative value of
their stocks, and to receive subscriptions to the capital stock
of the said Atlantic, Mississippi and Ohio railroad company,
to be paid in the stock of the said Norfolk and Petersburg,
Southside, Virginia and Tennessee, and Virginia and Ken-
tucky railroads, at such rate or valuation as may have been
agreed upon: provided, that such valuation shall-allow to each
stockholder of the Norfolk and Petersburg, Southside, Virginia
and Tennessee railroad companies, subscribing to the capital
stock of the said Atlantic, Mississippi and Ohio railroad com-
pany, at least as many shares as such stockholder now holds in
the aforesaid companies; and for the purpose the more readily
of arriving at such valuation, it shall be lawful for the stock-
holders, other than the state, of the said Norfolk and Peters-
burg, Southside, Virginia and Tennessee, and Virginia and
Kentucky railroads, to hold a joint meeting at such time and
place as the aforesaid commissioners may designate; and it
shall be competent for a majority of the stockholders assem-
bled at such meeting, each company acting separately, to
agree upon euch valuation: provided, that no stockholder in
any one of the said companies shall be required to subscribe
or merge his stock in the capital stock of the said Atlantic,
Mississippi and Ohio railroad company, without his consent,
or except on terms agreed to by such stockholder.

4. That whenever it shall appear to the satisfaction of such
commissioners that a majority of the stock, as to shares, held
in the said Norfolk and Petersburg, Southside, Virginia and
Tennessee, and Virginia and Kentucky railroads, or of that
held in a majority of the said companies, by others than the
state, has been subscribed to the capital stock of the said At-
lantic, Mississippi, and Ohio railroad company, a general meet-
ing of the stockholders, so subscribing to the capital stock of
the said Atlantic, Mississippi, and Ohio railroad company, shall
be held at such time and place as may be designated by the
said commissioners; notice of the same to be given by publi-
cation in one or more newspapers published in the cities of
Norfolk, Petersburg, Richmond, and Lynchburg, and in the
town of Bristol-Goodson, unless it shall appear at the joint
meeting provided to be held by the terms of the preceding
section of this act, that such amount of stock has been sub-
scribed ; in which event it shall be competent to proceed then
and there to organize the said Atlantic, Mississippi, and Ohio
railroad company, as provided by the terms of this act.

do. That the stockholders of the said Atlantic, Mississippi,
and Ohio railroad company may, at the general meeting here-
inbefore provided, a majority of the stock subscribed being so
represented, proceed, under the supervision of the said com-
missioners, to organize the said Atlantic, Mississippi, and Ohio
railroad company, and do such other things in furtherance of
the objects of this act as may be lawful to be done; and finally,
upon the organization of the said company, so authorized, the
functions of the said commissioners shall determine, and the
said Atlantic, Mississippi, and Ohio railroad company shall be
a body corporate and politic, vested with all the rights and
privileges conferred by the laws of the commonwealth, and
subject to such as apply to the railway corporations thereof
generally.

6. That in the primary organization of the said Atlantic,
Mississippi and Ohio railroad company, as herein provided, and
in all subsequent meetings of the same, each stockholder shall
be entitled to cast, in person or by proxy, one vote for each
share of stock held in the said company; and at such primary
organization it shall be competent to elect such number of
directors as the stockholders may see fit, and to determine the
mode of electing a president and directors.
7. That the said Atlantic, Mississippi and Ohio railroad com-
pany, at any time after its organization, shall have authority,
should it so desire, to arrange with the Norfolk and Peters-
burg, Southside, Virginia and Tennessee, and Virginia and
Kentucky railroad companies, or with any of the said compa-
nies, by lease or otherwise, for the use of the franchise and
property of the same, upon such terms as may be agreed upon

y their stockholders acting in any general meeting.

8. That the said Atlantic, Mississippi and Ohio railroad com-

ny, acting by such agent or agents as may be appointed by
its president and board of directors, shall be entitled to rep-
resent in all meetings of the stockholders of the said Norfolk
and Petersburg, Southside, Virginia and Tennessee, and Vir-
ginia and Kentucky railroad companies—so long as there shall
remain any such distinctive organizations, from the failure of
& majority of the stockholders thereof to subscribe or merge
their stock in the capital stock of the said Atlantic, Mississippi
and Ohio railroad company, as herein provided—all the stock
of the said companies which shall have been subscribed to the
capital stock of the said Atlantic, Mississippi and Ohio railroad
company, casting the same number of votes for each stock-
holder who may have so subscribed to. the capital stock of the
said Atlantic, Mississippi and Ohio railroad company, as such
stockholder would be entitled to cast by law if such subscrip-
tion and transfer had not been made. ;

9. That upon the formation of the said Atlantic, Mississippi
and Qhio railroad company, as provided by the terms of this
act, the board of public works shall be and they are hereby
empowered and directed to sell and transfer, for the conside-
ration hereinafter mentioned, to the president and board of
directors of the said Atlantic, Mississippi and Ohio railroad
company, all the stock held by the commonwealth in the said
Norfolk and Petersburg, Southside, Virginia and Tennessee,
and Virginia and Kentucky railroads, to be cancelled or dis-
tributed among the stockholders of the said Atlantic, Missis-
sippi and Ohio railroad company, in the discretion of the stock-
holders of the said company, as the stock of other stockhold-
ers than the state shall, as to each of the aforesaid companies,
become absorbed in that of the said Atlantic, Mississippi and
Ohio railroad company; and the said company shall be author-
ized to appoint such number of directors in the said Norfolk
and Petersburg, Southside, Virginia and Tennessee, and Vir-
ginia and Kentucky railroad companies, so long as there shall
remain any such distinctive organizations, as the state now ap-
points; and upon all such stock so sold and transferred by the
state, the said Atlantic, Mississippi and Ohio railroad company,
by such agent or agents as its president and board of directors
may appoint, shall be entitled to vote at all meetings of the
stockholders of the said Norfolk and Petersburg, Southside,
Virginia and Tennessee, and Virginia and Kentucky railroad
companies which may be thereafter held, casting the same num-
ber of votes as the state of Virginia would be entitled to cast
by law if such sale and transfer had not been made; and the
board of public works are further empowered and directed to
sell and assign or convey unto the president and board of direc-
tors of the said Atlantic, Mississippi and Ohio railroad com-
pany, all and whatever claims the state may hold or have
against the said Norfolk and Petersburg, Southside, Virginia
and Tennessee, and Virginia and Kentucky railroad compa-
nies, and in and with the said Atlantic, Mississippi and Ohio
railroad company, every claim, right, and privilege shall as
firmly vest, as to all such claims, as were vested in and with
the commonwealth on account of the same.

10.. That in consideration of the sales and transfers of claims
and stocks herein authorized and directed to be made, the
commonwealth of Virginia shall thereafter be absolved from all
and whatever liability for and by reason of her unsatisfied
subscriptions to the Virginia and Kentucky railroad company,
which it is conditioned shall be completed within six years
after the organization of the said Atlantic, Mississippi, and
Ohio railroad company; and, in addition, the commonwealth
of Virginia shall be entitled to receive four millions of Vir-
ginia bonds, or, at the option of the said company, of money,
payable by annual instalments of five hundred thousand dol-
lars each, the first payment to be made during the year eigh-
teen hundred and eighty-five; such payment of the four mil-
lions of bonds as aforesaid to be secured by a second mortgage
upon the property of the said Atlantic, Mississippi, and Ohio
railroad company, to be daly executed to the board of public
works of the state, immediately upon the surrender of all the
aforesaid claims and stocks authorized to be sold. The said
mortgage to be, in all respects, subordinate to such first mort-
gage or deed as the said Atlantic, Mississippi, and Ohio rail-
road company may have made or may thereafter execute: pro-
vided, the amount of such first mortgage or deed shall not
exceed the sum of fifteen millions of dollars: and provided fur-
ther, that a part of such sum equal to the amount of all exist-
ing liens upon the roads to be consolidated, shall be set aside
for and employed in the discharge of the same, and the re-
mainder employed in the construction of the road to Cumher-
land Gap and the repairs and improvement of the whole line, so
that at no time shall the obligations of the line, prior in dignity
to such second mortgage to the state, exceed the said amount
of fifteen millions of dollars: and provided further, that the said
four millions of state bonds shall bear interest at six per cent.
from the first day of July, eighteen hundred and eighty; the
interest accruing thereon to be paid in lawful money of the
United States, or, at the option of the Atlantic, Mississippi
and Ohio railroad company, in state bonds, dollar for dollar :
and provided further, that the said Atlantic, Mississippi and
Ohio railroad company may, at their option, begin the annual
payments in liquidation of said four millions of state bonds in
the said year eighteen hundred and eighty; in which event the
deferred payments shall carry interest from July first, eighteen
hundred and eighty.
11. That it shall be lawful for the said Atlantic, Mississippi
and Ohio railroad company to take subscriptions for any un-
subscribed portion of their capital stock, and to receive in
payment, at such rate or valuation as may be agreed, lands,
materials, city or railroad bonds and stocks; and it shall be
lawful for the cities of Norfolk, Petersburg, and Lynchburg,
and for the counties of Lee, Scott, and Wise, to subscribe to
the capital stock of the said Atlantic, Mississippi and Ohio
railroad company in such sums as may be authorized by the
qualified voters of such cities and counties voting upon the
same; and to this end it shall be the duty of the councils of
such cities and the county courts of such counties, in their dis-
cretion, to cause a vote to be taken in the manner prescribed
by law.

"12. That the said Atlantic, Mississippi and Ohio railroad
company sball hold all lands acquired under this act in fee sim-
ple, with the right to sell and convey the same.

13. That it shall be lawful for the said Atlantic, Mississippi
and Ohio railroad company to issue bonds, or other evidences
of debt, at a rate of interest not exceeding the maximum pre-
scribed by law, dnd to secure the payment of principal and in-
terest by mortgage or otherwise; and it shall be lawful for the
cities of Norfolk, Petersburg, and Lynchburg, and for the
counties of Lee, Scott, and Wise, to guarantee such payment
of any of the bonds or other evidences of debt so issued
whenever the qualified voters of such constituencies shall, in
the manner provided in the eleventh section of this act, so
authorize.

14. That as the stock of the said Norfolk and Petersburg,
Southside, Virginia and Tennessee, and Virginia and Ken-
tucky railroad companies, respectively, shall be absorbed by
the said Atlantic, Mississippi and Ohio railroad company, as
contemplated in the terms of this act, the said company shall
become absolutely vested with all the rights of franchise and
of property which belong to the same: provided, that a sepa-
rate account of the property, receipts, and expenses, as to
each of the aforesaid railroad companies intended to be ab-
sorbed by the operations of this act, shall be kept, in so far as
to protect the claims and preserve the rights of stock and
bondholders, and of such creditors and stockholders as to each
of the said roads as may remain unsatisfied by the Atlantic,
Mississippi and Ohio railroad company.

15. That it shall be lawful for the said Atlantic, Mississippi
and Ohio railroad company, upon such terms as shall be agreed
upon, to consolidate with any railroad which may be con-
structed from Richmond to Lynchburg: provided, that in.the
event of the failure of such consolidation, the said Atlantic,
Mississippi and Ohio railroad company, and such railroad from
Richmond to Lynchburg, shall mutually arrange for the inter-
change of passengers and freights; and, the gauge of the two
roads permitting, of cars, so that passengers and freights

assing from and to the line of such road from Lynch-
barg to Richmond, shall be subject to no manner of discrimi-
nation.

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16. That the said Atlantic, Mississippi and Ohio railroad
company shall, as to freights and tonnage passing to or trom
the line of its railway, for or from Richmond and points on
the line ot the James river and Kanawha canal, allow the same
pro rata charges as by the Southside railroad and by the other

ines connecting with the said Atlantic, Mississippi and Obio —
railroad at Lynchburg: provided, that in all computation of
such rates with the canal, the same shall be made upon the
basis or allowance of not less than seventy miles for the canal
from Richmond to Lynchburg, and that the said canal shall
not, by reason of this act, be divested of any right or privilege
to which it is now entitled by an act passed March sixth, eigh-
teen hundred and forty-nine, authorizing a subscription for the
commonwealth to the stock of the Virginia and Tennessee
railroad company, or by any other law.

17. The said Atlantic, Mississippi and Ohio railroad com-
pany shall allow any connecting work all proper facilities in
and for the formation of a physical junction with the railway
tracks of the same, and for the interchange of freights and pas-
sengers; and the said Atlantic, Mississippi apd Ohio railroad
company shall make no higher rate of charge on passengers
and freights coming from the line of any such connecting work
and destined for any point on the line of the said Atlantic, Mis-
sissippi and Ohio railroad, or upon passengers and freights
coming from any point on the line of said road and destined
for the line of any such connecting work, than is made by the
said Atlantic, Mississippi and Ohio railroad company on the
like class of passengers and freights for transportation over
its own line for the same distance: provided, such connecting
work shall observe the same rule in its charges for the trans-
portation of such passengers and freights: and provided fur-
ther, that if either company shall so arrange its freight cars as
to run upon the track ot the other, they shall be received and
transported to any point of destination on the line of such
other road upon just principles, as to the charges for moving,
transporting, and delivering such freight cars as may be agreed
on by said companies: and provided further, that the freight
cars of such connecting road shall be of the same,size, pattern,
and plan, as those of the said Atlantic, Mississippi and Ohio road.

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