Chap. 143.—An ACT to Complete the Organization of the Atlantic,
Mississippi and Ohio Reuilroad Company.

Approved March 6, 1872.

Whereas, the general assemlly of Virginia, by an act ap-
proved June seventeenth, eightcen hundred and seventy, en-
titled “an act to authorize the formation of the Atlantic,
Mississippi and Olio Railroad Company,” did provide for the
consolidation of the Norfolk and Petersburg, Southside, Vir-
ginin and Tennessee, and Virginia and Kentucky railroad com-
panies, into one company, upon conditions looking to the
ultimate absorption of all the stock of the pre existing com-
panies by the said Atlantic, Mississippi and Ohio Company ;
and whereas, although a large majority of the private stock in
each of suid old companies has, by the voluntary action of the
holders thereof, been merged in the stock of the new company,
and practical consolidation has thus been ace omplished, yet a
small number of shareholders in cach have failed so to merge
their stock; and whereas, on the one hand, it is a subject of
complaint on the part of some of said outstanding stockholders
‘that unless they choose to go into the consolidated company
no adequate provision has been made for giving them just
compensation for their property, and, on the other hand, the
existence of such outstanding stock places it in the power of
its holders to harrass said Atlantic, Mississippi and Ohio
Company with vexatious suits, requires the keeping of compli-
cated and dificult accounts, and seriously obstructs the effi-
ciency of its operations: now, therefore, for the purpose of
providing that all such outstanding stock may either be merged
into the stock of the said Atlantic, Mississippi and Ohio Rail-
road Company, or by proper proceedings may be valued, pur-
chased and. paid for, upon terms just and fair to all concerned,
1. Be it, therefore, enacted by the general assembly of Vir-
ginia, That it shall be lawful for the appropriate courts, as
hereinafter designated, viz., the circuit court of Norfolk city
for the Norfolk and Petersburg, the circuit court of Petersburg
for the Southside, the circuit court. of Lynchburg for the Vir-
ginia and Tennessee, and the circuit court of Washington
county for the Virginia and Kentucky railroad company, or for
the respective judges thereof in vacation, to select and appoint
five disinterested freeholders for each of said companies, who
shall constitute a board to inquire into and report the proper
valuation per share of its outstanding stocks of every kind,
and the amount to be paid as just compensation to each
holder thereof.

2. But before said commissioners shall enter upon the duties
herein required of them, each one of them shall take and sub-
scribe an oath, to be administered by some person properly
authorized by the laws of Virginia to administer the same,
that he is in no way interested in the valuation to be made by
him, and will discharve the duties required of him under this
act fairly, impartially and faithfully.

3. That, upon some day to be fixed by these boards respec-
tively, they shall proceed to hear and record all such legal testi-
mony as may be adduced before them, on either side, touching
the value of stock in their respective companics, and for this
purpose shall keep their respective offices open for at least six
days, and longer if in their discretion it should be necessary.
And immediately after completing said testimony, they shall
return the same to the clerks’ offices of the courts respectively
from which they derived their appointments, together with
their report and estimate based thereon, as to the proper valu-
ation of said stock, designating the different classes of stock
outstanding, and the true value of each class, and the amount
to which each holder is entitled: provided, that in making
their estimate such commissioners shall take into consideration
the value of any guaranty or security which may be attached
to any of said stock.

But they shall not proceed to take said testimony until they
shall have given due notice to the parties of the time when and
place where the same shall be taken.

Such notice shall be served in the mode prescribed by law
for giving notices generally, and at least ten days before the
time fixed for taking testimony, except that upon affidavit
made by the secretary of the Atlantic, Mississippi and Ohio
Railroad Company, or other person having charge of the stock
books of the old company in which the particular stock may
be held, that said stock is held by a non-resident of the state,
or by a person having no known residence therein, or that
there is doubt as to the true ow nership of the same, then, in
such case, it shall be sufficient to give notice by publication, for
thirty days, in some newspaper or newspapers, to be designated
by the court having jurisdiction in the particular case.

4. The reports sf these several boards of commissioners
shall lie one month for exception, and at the next term of the
courts severally, unless good cause be shown to the contrary,
the same shall be confirmed and recorded in the clerk's office
of said courts in such manner as wills admitted to probate
therein are recorded. If, however, good cause be shown
against the report, or if the commissioners report their disa-
greement, or if they fail to report within a reasonable time,
the court may, without further notice, as often as seems to it
proper, appoint other commissioners, and the matter may be
proceeded in as before prescribed.

In all these proceedings before the boards, and before the
courts, the parties shall be permitted to appear by counsel, if
they so desire.

5. When the proper value of the outstanding stocks of said
companies, and the amount to be paid each holder thereof,
shall have been ascertained, in the manner hereinbefore pre-
scribed, the said Atlantic, Mississippi and Ohio Company shall, -
upon the surrender of the certificates thereof, become, by the
judgment of the court, entered of record, chargeable with the
whole amount of such valuation, and any of said stocks shall
absolutely vest in and belong to the said Atlantic, Mississippi
and Ohio Railroad Company upon the said company filing with
the clerk of the proper court a certificate from some bank, to
be previously designated by said court, setting forth that said
Atlantic, Mississippi and Ohio Railroad Company had depos-
ited in said bank an amount of money equal in value to the
designated stock, said deposit to be payable on the order of
the court to the proper owner of said stock: provided, that
until such deposit has been made, it shall be at the option of
the sharcholder to merge his stock in that of the Atlantic,
Mississippi and Ohio Railroad Company; and the certificates
of said stock then outstanding shall thereupon become void,
and shall no longer be transferable, as is now provided by law,
and new certificates may be issued by the old companies in
such cases to the said Atlantic, Mississippi and Ohio Railroad.
But it shall be the duty of said Atlantic, Mississippi and Ohio
Railroad Company, as soon as possible after filing said certifi-
eate of deposit in any case, unless it can obtain possession of
the certificate of the stock so purchased, to advertise in some
newspaper designated by the court, that it has purchased said
stock according to law.

6. The commissioners herein provided for shall receive for
their services such compensation as the court appointing them
may direct, to be paid by said Atlantic, Mississippi and Ohio
Railroad Company: provided, that after one set of commis-
sioners have reported, the expenses of the subsequent com-
mission shall be borne by the party who ask for their appoint-
ment.

7. This act shall be in foree from its passage.