Chap. 253.—An ACT to incorporate the Virginia and Kentucky Rail-
road Company.

Approved March 3, Iss4.

1. Beit onacted by the general assembly of Virginia. That
James B. Ley, Joseph D. Blair, L.C. Berkley, Junior, M. P. Jor-
dan, Il. T. Vass, W. N. Ruffin, Willis J. Dance, Junior, George
W. Swain, Charles H. Conrad, John T. Prien 1, BK. M. William-
son, George D. Pleasants, Roswell Page, Frank G. Ruffin,
Junior, R.L. Woolfolk, and such other persons and corporations
as they may associate with them, and their successors and as-
signs, shall be and they are hereby constituted and ordained
a body corporate and politic by the name of the Virginia and
Kentucky Railroad Company, and by that name shall have
all the powers, rights, privileges and franchises necessary and
proper to locate, construct, maintain and operate a railroad
to be known as the Virginia and Kentucky railroad, from
some point on the Norfolk and Western railroad, between
Dublin, in Pulaski county, Virginia, and Marion, in Smyth
county, Virginia, to some other terminal point on the Ken-
tucky or West Virginia state line, west of New river.

2. The capital stock of the said company shall not be less
than one hundred thousand dollars, normore than five millions
of dollars, to be divided into shares of one hundred dollars
each ; and whenever one hundred sbares shall have been sub-
scribed to, and the sum of ten thousand dollars paid in cash,
the subscribers, under the direction of any five of the incor-
porators hereinbefore named, who themselves shall be sub-
scribers, may organize the said company by electing a presi-
dent and board of directors, and by electing or providing for
the appointment of such other officers as may be necessary
for the control and manavement of the business and affairs
of said company; and thereupon they shall have and exercise
all the powers and functions of a corporation under their
charter and the laws of this state: provided, however, that
unless the said company shall, within two years from and
after the date of the passage of this act, actually commence
the location and construction of a railroad within the limits
of this state, as herein provided tor, and shall complete the
same within ten years, this charter shall be forfeited.

3. In all meetings of stockholders, cach subscriber who
shall have paid all calls on his stock theretofore made, shall
be entitled to one vote for each share of stock held and owned
by such subscriber.

4, That the president and 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, the same consistent with the constitution and laws
of this state and the United States.

5. That at any time atter the passage of this act any three
or more of the aforenamed corporators may open books at
such time and at such place or places as they may elect for
the purpose of securing and receiving subse riptions to the ¢ cap-
ital stock of this company, and it shall be JInwful to receive
such subscriptions to said stock trom any connecting railroad
company, or from any mining, manufacturing or real estate
investment company, or from. any county or counties in Vir-
ginia, that may be interested in the construction of said rail-
road. And said company may receive subscriptions to their
capital stock or paymentin part or in whole of such subserip-
tions, in such property; real or personal, as may be suited to
the business of the company, upon such terms and at such
rate and value as shall be agreed upon by a majority of the
stockholders of the company: provided that said company
shall not hold said real estate longer than fifteen years after
the completion of its road.

6. Any county, town or city along the line of said rail-
road, or any county adjoining another’ county through which
such line passes, may, pursuant to the general laws of Vir-
ginia, subscribe to the capital stock of the said railroad : pro-
vided that any such county, city or town may subscribe as
much as one hundred thousand dollars to said stock, but no
more.

7. The said company is hereby authorized to subscribe to
the capital stock of any connecting railroad company, whieh
is not a parallel or competing line to any mining, manu-
facturing or real estate investment company, situated on
their own lines or contiguous thereto.

8. That the said company shall have the power to con-
struct, maintain, equip and operate such branch roads as the
board of directors may determine to construct, maintain,
equip and operate, running from points on its main line in
any direction; provided however, that no such branch road
shall exceed twenty miles in length.

9. That the board of directors hereinbefore provided for,
shall consist of not less than five nor more than nine, and
shall be elected by the stockbolders at their annual meeting,
to be held on such day as the stockholders in their first meet-
ing may direct, and shall continue in office for the term of
one year, from and after the date of their election, and until
their successors are elected and accept the duties of the office,
and so forth. And in case of the death, resignation or inca-
pacity of any member of the board of directors during his
term of office, the said board shall elect his successor for the
unexpired term, and in case of the death, resignation or in-
capacity of the president during his term of office, then the
said board of directors shall elect one of their number to fill
the unexpired term, and also elect a member of their board
as hereinbefore provided for, to fill the vacancy occasioned
by the election of the president.

10. That the said company may, from time to time, bor-
row such sums of money as may be necessary for its pur-
poses, and for such loans may issue its bonds, bearing inter-
est not exceeding six per centum per annum, and may sell,
exchange, and bypothecate said bonds, on such terms as its
president and board of directors may deem advisable, and
may secure said bonds and interest thereon, by deed of trust
or mortgage conveying its property and franchises, in whole
or in part: provided however, that a lien of not- more than
fifteen thousand dollars per mile of single track on its main
line and branches shall be created under the authority of this
section.

11. The shares of the company shall be deemed personal
property, and as such, assignable and transferable on the
books of said company, under such rules and regulations as

may be fixed and prescribed by the directors, who shall have
power, from time to time, to increase the capital stock of said
company, so that it shall not exceed five million dollars as
aforesaid.

12. The principal office of said company shall be located
at its point of beginning on the Norfolk and Western rail-
road, or at such other more convenient place in the state of
Virginia as its board of directors may determine.

13. That the said company by the acceptance of this char-
ter, hereby agrees to pay all taxes, dues, and demands due
the state that may be hereafter passed against it, in lawful
money of the United States, and not in coupons.

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