Chap. 123.—An ACT to incorporate the Loudoun county and Frederick
bridge company for the purpose of constructing a bridge at Point
of Rocks in Frederick county, Maryland, across the Potomac river
to Loudoun county, Virginia.

Approved February 14, 1888.

Whereas the bridge across the Potomac river from a point
near the Point of Rocks, Maryland, to Loudoun county, Vir-
ginia, was destroyed during the late war, and the franchises
and all that remained of the property of the Potomac bridge
company was recently sold under a decree of the circuit court
of Loudoun county to Joseph D. Baker; therefore,

1. Be it enacted by the general assembly of Virginia, That
the aforesaid sale, be and is hereby ratified and confirmed,
and Joseph D. Baker, J. W. Foster, A. J. McKenna, Charles
F. Thomas, and Daniel Baker, Junior, and such other persons
as they may associate with them, and together and in co-
operation with such like corporation as may be chartered
under the laws of the state of Maryland, be and are hereby
id ga & bony politic and corporate nder,the name of the

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Loudoun county and Frederick bridge company, and by such

name may sue and be sued, plead and be impleaded, and have

a common seal which it may alter at pleasure; may purchase

and own real estate and personal property; may make and

enter into contracts, written or parol, whether by deed,

mortgage or otherwise, and shall succeed to all the franchises, |
rights, and privileges heretofore granted to the Potomac

bridge company, which said last named company is hereby

dissolved on account of the sale and conveyance under the

decree of court hereinbefore mentioned.

2. That said Joseph D. Baker, J. W. Foster, A. J. Mc-:
Kenna, Charles F. Thomas, and Daniel Baker, Junior, be and
are hereby appointed commissioners for the purposes herein-
after mentioned, with power to supply any vacancy that may
occur by death, resignation, or otherwise, that is to say, they
ora majority of them after twenty days’ notice in one or |
more of the daily papers printed in the town of Leesburg,
Virginia, or the city of Frederick, Maryland, shall or may
open a book or books at each place or places as they may
designate, for raising subscriptions to construct a bridge at :
the Point of Rocks in Frederick county, Maryland, opposite
Potomac furnace, in Loudoun county, Virginia, across the
Potomac river; and thereupon they shall proceed to receive
subscriptions for the capital stogk for said company, which
is hereby limited to thirty-five thousand dollars, to be divided
into three hundred and fifty shares of one hundred dollars
each, which book or books shall be kept open until the whole
number of shares have been subscribed.

3. That the said commissioners shall have full power and |
authority to contract for and cause to be erected, the bridge |
aforementioned, and are hereby authorized to select the site
for said bridge formerly located by the Potomac bridge com-
pany, and by it used for that purpose; and they or a majority
of them shall have full power.and authority to appoint such
engineers, superintendents, and other officers as they shall
think necessary to construct said bridge, and to contract for
materials and all such other articles as may be needed, and
to enter into all engagements and contracts necessary to erect
said bridge; and they or a majority of them are hereby
authorized to draw upon the treasurer of said company for
all money to pay the wages of persons by them employed,
for the materials and labor done, and for all the costs and
expenses attending the erection of said bridge.

4. That every person at the time of subscribing, shall first |
pay the attending commissioner or commissioners ten dollars ,
of every share by him or her subscribed for, out of which
shall be defrayed the expenses for taking such subscriptions
and other incidental charges; and the remainder shall be
paid over to the treasurer of the company after the same
shall ‘ig organized and the officers chosen as hereinafter men-
tioned.

5. That the power and authority of said commissioners or |
a majority of them to contract for and erect said bridge, shall

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continue until the same is completed; and that all contracts
and engagements entered into by them in the name of said
company as set forth in the second section of this act, shall
be ratified and in force until said bridge is fully erected.

6. That as soon as said three hundred and fifty shares shall
be subscribed, the said commissioners, or a majority of them,
shall call a meeting of the stockholders by such notice as they
may deem advisable, at the main office, which shall be located
in Frederick city, Maryland, who shall proceed, in person or
by proxy, to election by ballot of seven directors, who shall
continue in office one year, or until a new election for direc-
tors shall thereafter be made; and the said directors shall
have full power and authority to elect by ballot a president
from their body, and shall have full power to elect a treasurer
and secretary for said company, and such other officers as they
may deem necessary; and the stockholders of said company
in one year after the day on which said election shall take
place, or on such other day as may be designated by by-laws
or ordinance, and on the same day in every year thereafter,
except the same shall occur on Sunday, and in that case the
day succeeding, shall elect by ballot from among the stock-
holders seven persons as directors, who shall have full power
and authority to elect a president, treasurer, secretary, and
other officers as above set forth; and the directors for the time
shall give public notice for each election at least ten days pre-
vious to the day thereof, and in every said election, each
stockholder shall be entitled to one vote for every share by
him or her held; and in case it should happen that an elec-
tion of directors should not be made on the day designated
for the same to be held, the said corporation shall not for that
cause be dissolved, but it shall be lawful on any other day to
hold and make an election as aforesaid, in such manner as
shall be regulated by the by-laws or ordinances of said cor-
poration; and in case of the death, resignation, or removal of
the president, or a director or any officer, the remaining said
directors shall elect another person to supply such vacancy
for the remainder of the term.

7. That the said directors shall be authorized to make such
by-laws, rules, orders, and regulations not inconsistent with
the laws of this state, as shall be necessary for the govern-
ment, well being, and direction of the affairs of said company,
and also to appoint such other officers and employees as they
may deem necessary, and to fix the compensation or salaries
of all the officers and employees of said company.

8. That in the event the stock subscribed as above men-
tioned, proves insufficient to build and complete said bridge,
then said directors may issue, in the name of said company,
mortgage bonds to an amount sufficient to complete it, and
may negotiate the same, which mortgage bonds may be each
for such a sum of money as said directors, or a majority of
them, may agree upon, and for such a length of time as they
may deem advisable, and at such interest as they may name
therein, and which mortgage bonds shall be first liens on all

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the property of said company and its tolls and revenues after
the payment of the expenses attending the collection of the
same until the principal indebtedness and the interest men-
tioned in said bonds shall be fully paid up.

9. That the PRree office of said company shall be in |
Frederick city, Frederick county, Maryland, whero the direc-
tors shall meet at such times as they may fix for transacting
the business of the company, and in the absence of the presi-
dent may choose a chairman, and they shall keep correct
minutes of all their transactions fairly entered in a book,
which any stockholder may be at liberty to inspect.

10. That the directors elected as aforesaid, shall alone have |
authority to collect the sums of money subscribed as stock |
with the exception of the ten dollars on each share to be paid
to the commissioner aforesaid, but they shall not at any time
hold said stockholder liable for a greater sum than twenty

er centum on each share, nor until they shall have given at
foxx tins days’ notice thereof, and in case any stockholder
shall neglect to pay such portion of his subscription at the
time so appointed, the directors may proceed to recover the
same by due process of law, which suit shall be in the name
of this corporation.

11. That for and in consideration of the great risk and ex- '
penses to be incurred by said company, not only for building
said bridge, but for keeping the same in repair, the said bridge,
when built and completed, and the lands connected with the
same, and all its profits and tolls shall be and the same are
hereby vested in the said company forever or to be held as
tenants in common in proportion to their respectives shares ;
and it shall be lawful for the said directors, at all times here-
after, to demand and receive such reasonable tax or toll for
the passage and use of such bridge as they may, from time to
time, fix and agree upon, and they may do all things neces-
sary to regulate the use of the said bridge and the immediate
ways thereto by the public.

12. That the said directors shall have kept a just and true
account of all moneys received for tax or toll for using said |
bridge or which may come into their hands in any other way
as said directors of said company, and all expenses incident
to or expended by said eompany, which shall be kept at the
main office of said company and shall be open to the inspec-
tion of any stockholder; and said directors shall make and:
declare a dividend, or dividends, of the net profits and income
thereof, first deducting however, in addition to costs and ex-
penses, such proportions of said income as they may deem
necessary to provide against the decay, and for repairing said
bridge and all indebtedness due by said company; a notice of
which dividends and the time and place the same shall be
paid, shall be given to the stockholders by one week’s public
notice in some newspapers published in Loudoun and Frede-
rick counties.

13. That said directors shall require all officers and em- ;
ployees of said company who shall have the control, care, ‘

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and custody of any of the funds and money of said com-
pany or into whose hands the same or any valuable papers
or property of said company shall come, to give a good and
sufficient bond, to be approved by the president of the com-
pany, conditioned for the faithful performance of their trust
and the duties of their office or employment; and said bond
shall be liable for the faithful performance of said duties and
for such sums of money not exceeding the penalty of said
bond, or shall come into the care and custody or hands of
said officers or employees executing the same; and said com-
pany is hereby authorized to bring suit upon said bond, in
the name of the corporation, in case of any default thereon.

14. That if any person shall unlawfully injure any part of
said bridge, or shall unlawfully obstruct the passage thereof,
and be found in this commonwealth, he shall be fined for such
offence not exceeding fifty dollars, and the county court of
Loudoun county, or any justice of the peace of said county
shall have jurisdiction to try and punish such offences com-
mitted on said bridge as though it were wholly located within
the state of Virginia.

15. That before the provisions of this act shall have effect,
said bridge company shall agree in writing under the seal of
said company, attested by its president, to be placed on
record in the clerk’s office of the circuit court for Frederick
county, to pay the owner of the public ferry at the Point of
Rocks aforesaid, or his heirs or assigns, the annual sum of
three hundred dollars, as a satisfaction for all damages which
he or they may sustain in‘a loss of profits of said ferry by
reason of the erection of said bridge as aforesaid, which
annual sum shall be a perpetual charge on said company and
its property income and tolls.

16. That the individual stockholders of said company shall
not be liable in their individual capacity for the contracts
and engagements of said company, but only the property
effects, tolls, and revenues of said company shall be liable
theretor.

17. That all acts or parts of acts inconsistent with this
act, shall be repealed by the going into effect of this act.

18. And be it further enacted, That any one owning prop-
erty, whether real or personal, which may be essential to the
construction and use of said bridge, may turn the same into
said company as stock to such an amount or sum as may be
agreed upon by said commissioners or a majority of them,
and said commissioners or a majority of them shall deter-
mine whether said property is needed or not.

19. All taxes and dues from said corporation to the state
of Virginia shall be paid in lawful money of the United
States, and not in coupons.

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