Chap. 58.—An ACT to Incorporate The Richmond and Trans-Alle-
ghany Railway Company.

Approved February 20, 1874.

For the purpose of constructing, equipping, maintaining
and operating a narrow-gauge railway from or near the city
of Richmond, Virginia, through or near the counties of Hen-
rico, Chesterfield, Powhatan, Cumberland, Buckingham, Ap-

omattox, Campbell, Bedford, Franklin, Floyd, Bland, Giles,
Tazewell, Russell, Scott and Lee, or Buchanan and Wise, to
the state line, by such route as may be found most advan-
tageous and expedient for the development of the agricultural,
mining and manufacturing resources of the country traversed
by the road, and with a view to connections beyond the
limits of this state—

1. Be it enacted by the general assembly of Virginia, That

- John D. Imboden, Robert i. Maury, Franklin Stearns, George

. A. Barksdale, and Charles 8. Mills, of Richmond city; Bev-
erly A. Davis, of Pittsylvania; William M. Perkins, of Buck-
ingham; Morton Pannill, of Campbell; James Calloway, of
Franklin; Joseph L. Howard, of Floyd; Henry B. Harman,
of Tazewell; Thomas C. M. Alderson and Dale Carter, of
Russell; Samuel Graham, of Buchanan; and Dr. Hiram
Riggs, of Wise county, Virginia; and Thomas Cummin
Davis, Henry George Houghton, Thomas B. Edwards,
Lionel Toms, and David T. Ansted, of London, England, or.
any five of them, and such other persons as they may asso-
ciate with them, be and they are hereby made and declared
a body politic and corporate, by the name and style of The
Richmond and Trans-Alleghany Narrow-Gauge Railway Com-
pany. Said company shall have perpetual succession and a
common seal, which it may renew or alter at pleasure, and
may sue and be sued, plead and be impleaded, contract and
be contracted with, and make ordmances, by-laws and regu-
lations, not inconsistent with the provisions of this act, the
laws of this state, or of the United States, for the govern-
ment of its officers and agents, and the proper conduct of its
affairs.

2. The capital stock of the company shall be six millions
of dollars, and may be increased at any time, and from time
to time, by the shareholders, at any regular meeting, or at a
meeting called for that purpose, by a vote of the owners and
representatives present, of a majority of the shares, to a
sum not exceeding twelve millions of dollars, for its main
line, to be divided into shares of one hundred dollars each,
to be subscribed for or otherwise acquired under the direc-
tion of any five of the persons herein named, or of the tem-
porary officers of the company, or of such agent or agents
as they, or the company hereby incorporated, may hereafter
appoint for that purpose, and at such place or places, and
upon such notice as they may deem necessary.

3. It shall be lawfal to receive subscriptions to said capi-
tal stock from any county, city or town, or incorporated
company in this state, two-thirds of the stockholders of said
company assenting thereto, payable in money, or in the
bonds thereof, having twenty years to run, bearing not over
eight per centum interest, payable yearly or half-yearly, as
the subscribers may authorize. Such subscriptions shall be
authorized and made by and on behalf of cities, counties and
towns, under and in conformity with the general laws of this
state, regulating and providing for the same. Subscriptions,
however, by counties shall be limited to a sum not exceeding
five thousand dollars per mile of said railway, located within
their respective limits. Any corporation engaged in mining,
manufacturing or other business, in this state or elsewhere,
other than a railroad company, may subscribe for and hold
stock in said company; and any person or such corporation
holding ur owning lands in this or any adjoining state, may
donate the same to, or subscribe for stock in said company,
payable in land, for which certificates of stock, full paid and
unassessable, may be issued, at such fair price as may be
agreed on between said company, and the owners and sub-
scribers of such lands; and it shall be lawful for said com-
pany to receive and hold the title to all lands so acquired, or
which it may purchase, and to possess, occupy, manage, im-
prove and develope the same as fully as a natural person
could lawfully do; or to lease, sell and convey at pleasure, or
mortgage and incumber its said lands, upon such terms and
for such objects as the interests and business of said com-
pany may require. The court of any county making a sub-
scription, as aforesaid, payable in its bonds, shall cause said
bonds to be endorsed with the condition that the amount 80
Money to beex- subscribed, by such county, shall be expended in the con-
Peeounty mp struction of said railway within the limits of such county,
scribing and a failure on the part of the company to comply with
this condition, within the period limited for the construction
Whattooperate Of the main line, shall operate a release and revocation of
as revocation of such subscription, and said company shall be hable to repay
and when mo- to suck county all interest theretofore paid by said county
ney tobere- on its subscription. And every county so subscribing to the
Binking fund of Stock of said company shall, annually, levy two per centum
county; how to of the amount of its subscription, as a sinking fund for the
‘Who to manage payment of said bonds, to be applied under direction of the
fund judge, county treasurer and commonwealth’s attorney of said
county as an annual payment on the principal thereof.
Temporary or- 4, ‘I'he corporators hereinbefore named, or as many as may
company; how assemble,.after ten days notice of the time and place of meet-
long tocontinue ing has been given, in some newspaper published in Rich-
mond, may meet for the purpose of effecting a temporary
organization; which temporary organization shall continue
in force and perform all the duties and have all the powers
of a regular board, for two years, unless a permanent organ-
President, vice 1Ation shall be sooner effected, as hereinafter provided. A
president, Di- president, vice-president, five directors, and such other offi-
rectors and offi: cers as may be deemed essential, at the meeting of corpora-
porary organi- tors, shall constitute the temporary organization aforesaid.
Route of reil- 5. Said company shall be and is hereby authorized and
way ; how to be empowered to survey, locate, construct, equip, maintain and
operate a line of railway, of any narrow-gauge it may adopt,
of not less than two feet six inches nor more than three feet
81x Inches, with a single or double track, from or near the
city of Richmond, through or near the counties named in
the preamble to this act, to any point or points in any of the
counties mentioned, bordering on the states of West Vir-
Poyerscon- ginia, Kentucky or Tennessee; and to that end the said com-
ferred and re- pany is invested with all the powers conferred by the Code
posed therefor and general laws of the state, and subjected to all the restric-
Lo tions of the same, relating to railway companies, and not
inconsistent with this act.
Power to bor: 9. Said company shall have. power to borrow money to
row money and guch an amount as it may deem proper, not exceeding in the
aggregate twenty-five thousand dollars per mile forits single
track, and thirty-five thousand dollars per mile for its double
track; and to issue for any loan, debentures or bonds of the
company, bearing interest at such rate not exceeding eight
per centum per annum, as the company may determine by
Where interest resolution or establish in its by-laws. Said debentures or
cur? bonds, with coupons attached, may be expressed in the
alternative sums of one hundred pounds sterling, or five hun-
dred dollars gold, or multiples thereof, with interest payable
in New York, or London, England, at the fixed rate of ex-
change of four shillings and two pence sterling per dollar.
To secure the payment of such loan or loans, principal and
Mortgages and interest, said company may execute one or more mortgages
deeds of trust or deeds of trust on the whole or any part of its property.
real, personal and mixed, its charter, rights, and franchises,
and may lawfully include in any such mortgage or deed of
trust the whole or any part of its lands, and the whole or
any part of the corporation, city, county or town bonds held
and owned by it, and.if so included, the mortgage or deed of
trust shall invest the trustee or trustees therein named with
the full, complete and perfect legal title to said lands and
bonds, rights, franchises and estate aforesaid, for the purpo-
ses of the trust created by such mortgage or deed of trust;
and said trustee or trustees shall have power to convey to
any purchaser or purchasers of the whole or any part of the
mortgaged property, assets and franchises, as full, complete
and perfect title thereto as was held and possessed by said
company, should any sale thereof be made as provided for
in such mortgage or deed of trust. Any corporation, city,
county or town subscribing to the capital stock of said com-
By may execute, at the option of said company, one single
ond for the whole amount of its subscription, and providing
on its face for the payment of interest, and embodying an
agreement on the part of such corporation, city, county, or
town that the said bond may be mortgaged as a part of the
property and assets of said company for the security of its
own bonded debt proper, as herein authorized. Any bond
or bonds so mortgaged and pledged shall be held by the trus-
tee or trustees as collateral security and indemnity to the
holders of the debentures or bonds of said company; and the
said trustee or trustees shall have full power, under such
regulations asthe said company may prescribe, to collect and
receive from such corporation, city, county ur town, the in-
terest on such bond or bonds, and apply the same as may be
required by the terms of the mortgage or deed of trust; and
to enforce payment thereof, in the event of default on the
rt of any corporation, city, county or town, in meeting its
obligations, said trustees shall have the same remedies that
said company would have as the original obligee and holder
of sueh bond or bonds, and may enforce the same in any
cqurt having proper jurisdiction of the subject, either in their
own names as trustees, or in the name of the company, at
the option of said trustees or a majority of them. Any re-
ceipt or acquittance given by said trustees, or their duly
authorized agent or attorney, for any and all payments on
account of the bonds aforesaid, for principal, sinking fund or
interest, to the proper officers of such corporation, city,
county or.town, shall be a full and complete release and dis-
charge for so much as is paid to said trustees, their agent or
attorney; and it shall not be obligatory on the part of any
such corporation, city, county or town to see to the proper
application of such payments under the mortgage, the whole
responsibility for the fidelity of the trustees aforesaid bein
hereby imposed upon said company and its creditors. Sai
company shall provide, in any mortgage or deed of trust it
may execute as aforesaid, for a cumulative sinking fund of at
least two per centum per annum uponits mortgage debt, for the
When to bepaid dollars, and may apply such sinking fund by allotment or
uf annual drawings, to commence on the first of January, eigh-
teen hundred and seventy-eight, and to pay off in this man-
ner the whole of said debt by the first day of January,
eighteen hundred and ninety-eight. Such drawing to be
provided for and regulated under the by-laws of the com-

any.
Company au- 7. It shall be lawful for said company to dispose of any
pose of sa ital portion of its share capital not taken up by the subscriptions
not subscribed gforesaid, in such manner as its board of directors may de-
termine in furtherance of the objects and interests of the
company; and it may issue therefor at any time, and from
time to time, certificates full paid and unassessable, and in
all respects similar to shares previously issued to subscribers
Power todeclare to the capital stock; unless, in the judgment of said company,
ference soar” it may become expedient to declare a portion thereof a pre-
ference stock, which may lawfully be done by a majority of
shareholders at any legal meeting, regular or called, held
under this charter.
Branch roads 8. It shall be lawful for said company, in addition to its
authorized; ,- main line from Richmond to the Clinch river valley, and
cated beyond, to construct, equip, maintain and operate in the
counties of Patrick, Washington, Smythe and Carroll, or
Grayson, branches of the same guage as the main line to any
coal, iron, gypsum, salt, copper, lead, or other mineral de-
posit, or any quarry in any of said counties, within fifty
miles of the main line, and a branch from any point on its
line to tidewater anywhere between Richmond and Norfolk;
or to connect with any other railroad leading to tidewater;
Increase ofcsp- and for the construction and equipment of any of such

i to Ld e e Ld e
branches, or branches said company may, from time to time, increase ita
ey erthorefor C@Pital stock beyond the maximum hereinbefore authorized

to an amount not exceeding twenty-five thousand dollars per
mile of such branch or branches, and obtain subscriptions
thereto, and borrow money thereon separately, or on the
general credit of the company to the same proportional
amount as herein provided for the main line, by indentures,
bonds, and mortgage or deed of trust.
Connections | 9. Said company shall provide for a fair and equitable con-
reeds. nection with all other railroads it may intersect in this state,
without discriminating against such roads in the interchange
of freights and passengers, where such roads consent to re-
Reciprocal in- ciprocate and pro rate with said company; and where the
cars ~=—Ss« guage permits, said company shall provide for a reciprocal
interchange of cars upon equal and indiscriminating pro rata
terms with any such intersecting or connecting road in this
Disagreement state. Any dispute or disagreement arising under this sec-
poten onto tion which the parties cannot settle, may, by their agreement,
be settled by | be referred to and determined by the board of public works
public i «sé
works of Virginia. —

fr es e@ 9 29 @ .. ry
completed to the state line, it shall be lawful for said com- Pow
pany to acquire by lease, purchase or otherwise, and main- 7.7,
tain and operate any other railway line of the same guage, road
connecting with said company’s road at either terminus, or

at any other point on its main or branch lines.

11. In all meetings of the company, each share of stock Vote
shall entitle the owner, or his proxy, to one vote thereon. °
And the personal liability of any and every shareholder shall Pers
in no case extend beyond the amount due and unpaid upon Pit
the shares of stock held, owned and unpaid by such share-
holder.

12. All conveyances, contracts and other written instru- How
ments vesting title in said company, shall be made to it in 3%
its corporate name; and deeds made by said company, or its men
trustees in any mortgage or deed of trust conveying any of “~
its lands, shall contain the usual covenants of title, and shall
also contain or have appended thereto a plat or map, show-
ing the courses and distances bounding the land conveyed,
by actual survey, clearly and distinctly laid down.

13. The principal office of said company shall be in the pyip
city of Richmond, but it may have other offices wherever its loca
business may require, within or beyond the limits of this 5,,.
state, and the meetings of its board of directors may be held y,,
at any of its offices, or elsewhere, on such notice as the by- rect
laws may provide for. °

14. The right to the franchises granted by this charter whe
ehaYl vest as soon as one hundred thousand dollars of the £2
capital stock is subscribed, and two thousand dollars thereon
is paid to the corporators herein named, or to such person or
persons as they may appoint; and as soon as this condition Per
is complied with, the corporators may call a general meet- far
ing of the stockholders, by published notice in one or more
of the newspapers of Richmond, or elsewhere, or by printed
circular notice to each stockholder, at such place as may be
designated in such notice. At such meeting, if a majority p,,.
of the shares be represented in person or by proxy, a board elect
of not less than five nor more than nine directors shall be
elected, and from their number a president, vice-president, pr,
and managing director shall be appointed by the board. The vice
board so elected shall supersede the temporary board, and at dire
once enter upon their duties, and hold their office for one Ter
year, and until their successors are duly elected. The board Pow
of directors of said company are invested with power and “™
authority to do all and every act and thing that the com- By
pany might lawfully do during their continuance in office, ofc
unless otherwise provided in this act. The company’s by- @#
laws shall provide for the appointment and removal, com- tion
pensation and duties of all other officers and agents of the
company. ,

15. After the year nineteen hundred the said company Qua
shall not own more than one thousand acres of land in any *™
one county, except coal-bearing, iron ore, and other mineral
lands, on which said company may be actually engaged by
ite own agents, or its lessees and tenants in mining and man-
ufacturing operations.

16. Work on said company’s railway shall be commenced
within two years from the passage of this act, and two hun-
dred and fifty miles be completed within five years thereaf-
ter, or the franchise hereby granted may be repealed by the
general assembly, and the company required to go into im-
mediate liquidation.

17. The said company shall be subject to all general laws
of the state applica le to railway companies, and not incon-
sistent with this act.

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