CHAP. 22.—An ACT to incorporate the Richmond and Southwestern
Railway Company.

Approved February 2, 1880.

1. Be it enacted by the general assembly of Virginia, That
William Amory, Junior, Walter M. Sweet, Parker C. Chandler,
William Frazier, Francis H. Manning, Otis Kimball, Edward
C. Ellis, and their associates and successors, who may become
stockholders, be and they are hereby created a body politic
and corporate by the name and style of The Richmond and
Southwestern Railway Company.
2. The capital stock of said corporation shall be one million
dollars, but may be increased at any meeting of the stockhold-
ers called for that purpose upon such notice as the board of
directors may deem proper, so as not to exceed thirty thousand:
dollars per mile for each mile of double-track railroad, or fifteen
thousand dollars per mile for each mile of single-track railroad,
which said company shall build or own in this state or other.
states, divided into shares of one hundred dollars each.

_ 8. The persons first named in this act shall constitute the
first board of directors of the said company, and sha!l continue
in office until the first meeting of the stockholders thereof.

4. The annual meeting of the stockholders of the said com-:
pany may be held at the city of Washington on the Wednes-
day after the second Monday in January of each year, or on}
such other day and at such other place as the stockholders may
by resolution adopted in any annual meeting, to take effect at
the next annual meeting, prescribe. At all stockholders’ meet-
ings subscribers who have met all calls on their stock shall be
entitled to one vote, which may be cast in person, or by written
proxy, for each share so held, but such subscribers as are in
arrears shall not be entitled to vote for cach share of stock.

5. The directors of said corporation, after organization, may
open the books for subscription of stock from time to time, as
they choose, until the stock is fully taken and instalments on
original subscriptions of stock, as well as those afterwards
received, shall be paid, at such times and places and in such’
amounts as said directors, either by the by-laws or by special:
resolution, may prescribe.

6. The said Richmond and Southwestern railway company:
shall be and is hereby authorized and empowered to locate,
construct, build and complete a railroad with such number of:
tracks as said corporation may desire, and for that purpose
shall be entitled to acquire title to a continuous line of one
hundred feet in width of land, with such additional ground as:

may be necessary for the use of said road from any point they
may select at or near Pound gap or Cumberland gap, on the:
southeastern boundary line of the state of Kentucky, passing:
through the counties of Russell, Tazewell, Bland, Giles, and:
Craig to the city of Richmond, and through said city of Rich-:
mond, to such point as may be selected by said company a
tidewater in said state of Virginia; but this act shall not be
construed as interfering with any of the franchises or privi-
leges of the James River and Kanawha company or the Bu-
chanan and Clifton Forge railway company. |

7. A majority of said board of directors of the corporations
hereby created shall constitute a quorum for the transaction o
all business of said corporation which could be transacted by!
a full board of directors.

8. Said company shall have power to unite, consolidate o
connect its railroad with any other line of railroad constructed
or which may be constructed in this state, upon such terms a
may be agreed upon between the companies so uniting, connect
ing or consolidating, and for that purpose full power is hereby

siven to said company to make and execute such contracts
with any other company as will secure the objects of such con-
nections, by lease or otherwise; and said other company is
hereby empowered to so contract with the corporation hereby
created for the purposes specified.

9. Any railroad company with whose road the aforesaid road
may intersect or connect is hereby authorized and empowered
to subscribe to the capital stock of this company any sum not
exceeding one million dollars, and shall have the same rights,
privileges and powers as other stockholders in this company,
and shall be subject to the same conditions, restrictions and
limitations as other stockholders therein.

10. The said company is hereby authorized from time to time
to borrow such sum or sums of money as may be necessary for
the completing, equipping, furnishing, operating and maintain-
ing their said railroad, and to issue the bonds of said company at
such rate of interest, not exceeding seven per centum per annum,
and sell said bonds at such discount as may be thought for the
benefit of the company, and to mortgage their corporate pro-
perty and franchises, or convey the same by deed of trust, to
secure the payment of any debt contracted by said company
for the purposes aforesaid ; and the said directors of said com-
pany may confer on any bondholder of any bond issued for
money, borrowed as aforesaid, the right to convert the princi-
pal due or owing thereon into stock of said company at any
time, and may further authorize the holder of any such bond
to vote at any and all elections for the election of officers of
said corporation under such regulations as the directors of
said company may see fit to adopt; and any such bonds that
may be sold or disposed of at a less rate than par shall be as
valid and binding upon said company as if the same were sold
for the par value thereof.

11. Copies from the minutes of proceedings of the board of
directors of said corporation, and of the by-laws adopted by
them, when certified by the secretary of the corporation under
its common seal, shall be received in all courts and elsewhere
as evidence of the organization of said company, and of the
appointment of officers and agents of the company, and of the
Tules and by-laws governing said company, and of any order
made or action taken by said board of directors, to the same
extent that the original records could be used as evidence, and
no further.

12. Said board of directors is hereby authorized, if it deems
it advisable, to receive in payment of any subscription for
stock in said company any property, personal or real, adapted
to the construction, or operation, or maintenance of said road,
or which, by sale or exchange, they deem may be converted to
the use of said road, or may receive any part of such subscrip-
tion in labor or materials, and cn receiving full payment of
such subscription in any such manner, may issue to such sub-
scribers certificates of stock therefor; and said board may
contract for labor and supplies, or material for the construc-
tion of said road and its appendages, or the maintenance or
Mining and
manufactu-
ring compa-
nies may sub-
scribe to capi-
tal stock

Power to hold
lands and
mortgage
same

How long real
estate may be
held

Power to con-
struct branch
railroads

Rights and
powers

General rights
and powers .

Commencem’t

§§ 3 and 8 of.
charter of the
Royal Land
company

13. Any corporation engaged in mining or manufacturing,
or other business, in this state or elsewhere, may subscribe for
and hold stock in said company, and any person or corporation
holding or owning lands in this or any adjoining state may
donate the same to or subscribe for stock in said company,
payable in land; and it shall be lawful for said company to
receive and hold the title to all lands so acquired or which
it may purchase, and to possess, occupy, manage, improve and
develop the same as fully as a natural person could lawfully
do, or to lease, sell, and convey at pleasure or mortgage and
encumber its lands upon such terms and for such objects as
the interests and business of said company may require; but
all real estate so acquired shall be disposed of within thirty
years from the completion of the road, and thereafter said com-
pany shall not acquire or hold any more land or other real
estate than shall be absolutely necessary for its use in the
location and erection of depots, station houses, shops and
wharves, with the usual breadth of land allowed along its road-
bed, as provided by the general railroad law of this state.

14. Said company shall be and is hereby authorized and
empowered to construct, maintain and operate branch roads,
not exceeding twenty-five miles in length, from the main line
of their aforesaid railroad or from any point or points thereon,
and may, under the authority of any other state or states, extend
the said railroad to any point or points in such state or states;
and in the construction, maintaining and operating the said
extensions and branch roads in this section authorized the
said company are hereby vested with all the powers, rights,
immunities and privileges as are in this act given and con-
ferred upon them for building and operating the said railroad
herein authorized to be built and operated.

15. The said company shall be entitled to all the powers,
authorities and privileges contained in all general laws of the
state applicable to railway companies.

16. This act shall take effect and be in force from and after
its passage.