Chap. 340.—An ACT to incorporate the Great Southern railway com-
pany.

Approved March 1, 1888.

1. Beit enacted by the general assembly of Virginia, That
John Neely, H. L. Turner, Edward Mahoney, J. F. Crocker,
M. C. Henry, Benjamin Williams, William Rankin, A. Mills,
M. Q. Holt, William H. Urquhart, C. F. Woodward, Albert
Jeffress, Peter Saunders, John A. Buchanan, W. H. Brown,
F. B. Hurt, James C. Greenway, John W. Lawson, Ira B.
Coltraine, Paul Von Radowitz, John W. Riely, W. W. Averill,

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G. V. Litchfield, and J. S. Morriss, their associates and suc-
cessors or assigns, are hereby made and declared a body poli-
tic and corporate by the name and style of the Great South-
ern railway company, for the purpose of constructing and
operating a railway from any point or points in or close to
deep water it may select in the Norfolk harbor, subject to the
authority and regulations of the harbor commissioners of said
harbor, and from there by the most advantageous, available,
and direct route deemed advisable by said company, to the
town of Bristol, Tennessee, or a point on the Tennessee line
where the Clinch river crosses it, or at any point on the
Kentucky line between the Breaks and Cumberland gap,
through the counties of Norfolk, Nansemond, Isle of Wight,
and Surry, crossing probably the Norfolk and Western rail-
road between Wakefield and Waverly; and from thence
through Sussex, crossing the Petersburg railroad at or near
Stony creek; and from thence through Dinwiddie, Bruns-
wick, and Lunenburg, to or near Lewiston; and from thence
through Charlotte, crossing the Richmond and Danville rail-
road between Mossing Ford and Randolph; thence through
Halifax and Pittsylvania, crossing the Virginia Midland at
or near Whittle’s station; and from thence through Frank-
lin, Henry, and Patrick, crossing the Blue ridge at the most
available point; and from thence through Carroll, Grayson,
Smythe, and Washington, reserving the right to make any
and all changes which the topography of the country demand,
to secure the most economical and direct line: provided the
line of said road shall be confined entirely within the state of
Virginia: and provided further, that no company organized
or operating under this charter, shall in the location or con-
struction of its road, acquire any exclusive right in the occu-
pancy of any mountain pass, creek, or river valley where it is
practicable to build more than one railroad, and also to con-
struct and operate branch lines in accordance with the state
laws made and provided therefor; and said company shall
have perpetual succession, and shall have a corporate seal,
and alter and renew the same at pleasure, and may make
by-laws, rules, and regulations not inconsistent with the laws
of this commonwealth for the government of all under its
authority.

2. The capital stock of this company shall be twelve mil-.
lions of dollars, divided into shares of one hundred dollars
each, and each shareholder shall be entitled to one vote for
each share represented in person or by proxy at any meeting
of stockholders: provided all assessments due at the time of
meeting have been paid thereon. Said company shall have |
power to borrow money for such an amount as it may deem '
proper and necessary, and to issue for any loan, debentures
or bonds of the company, payable at such dates and bearing
interest at such rate per annum as the company may deter- |
mine; and said debentures, bonds, and so forth, may be ex-
pressed in dollars or pounds sterling, and to secure the pay-
ment of such loan or loans, said company may execute one or
more mortgages or deeds of trust on the whole or any part
of its property, real, personal and mixed, its chartered rights,
franchises and income.

3. The board of directors shall be duly elected by the
stockholders at a general annual meeting, or at a special
meeting called for that purpose as provided for in the by-
laws, and shall consist of not less than five nor more than
nine members, who shall hold office for one year, or until
their successors are duly elected by the stockhoiders and
properly qualified, and take charge of the affairs of the com-
pany. They shall elect from their members a president and
vice-president, and appoint a secretary and treasurer, and
any other officers which they may deem necessary to conduct
the business of the company; and they shall have the power
to fill vacancies in its body or in the office of president and
vice-president, whether such vacancies occur by death, resig-
nation or otherwise; and to facilitate the organization of said
company and place it at once in full working order, the fol-
lowing named incorporators in this act shall constitute the
the first board of directors, and out of which shall be elected
a president of the board and a president and vice-president of
said railway company, namely: A. Mills, M. Q. Holt, John A.
Buchanan, F. B. Hurt, John Neily, G. V. Litchfield and J.
8. Morriss; and they shall hold office for one year, or until
their successors are duly elected at a general meeting of the
stockholders, or at a meeting called for that purpose as made
and provided for in the by-laws of the company. Said board
of directors may meet at any time or place after the passage
of this act, and a majority thereof shall constitute a quorum
for all kinds of business; and if at this meeting, or any sub-
sequent meeting, capital stock to the amount of one hundred
thousand dollars or upwards has been regularly subscribed,
the company shall thereupon be deemed legally organized,
and the board of directors shall proceed to adopt by-laws for
the conduct of the company, appoint.such officers as may be
necessary, and take such further action as the interest of the
company may require—such as construction, and so forth;
‘but the by-laws may at any time be changed by the board of
directors or at a general meeting of the stockholders. The
board of directors may establish offices and agencies at such
places as they may deem proper, but the principal office of
the company shall be located at some place in the state of
Virginia. A copy of the minutes of the meeting of the
aforesaid board ot directors, for the purpose of organization
as aforesaid, showing that all the conditions imposed by this |
section have been faithfully complied with, and properly
qualified to by the president or vice-president thereof before
a notary public, shall be considered sufficient and authentic
evidence that said company has been regularly and com-
pletely organized according to law.

4. No stockholder in said company shall be held liable or
made responsible for its debts or liabilities in a larger or
further sum than the amount of unpaid balance due said

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company for its stock subscribed for by said stockholders
respectively.

5. It shall be lawful for said railway company to construct |
a standard gauge road on its main lines, and a standard or
any other gauge it may desire for its branch lines, with such
number of tracks as the said company may elect, with all
the necessary stations, warehouses, wharves, and other termi-
nal facilities, and to erect workshops, bridges over navigable
water in accordance with the laws of the state and of the
United States; and also, to construct telegraph and telephone '
lines and such like, and operate the same along its roads, or |
it may grant the right to others, or lease the use of said lines
for others to operate at the pleasure of said company. And
for the aforesaid purposes, said company shall have the right
and power to acquire a perfect title to a continuous line of
one hundred feet in width of land along its entire lines, and |
such additional land as may be necessary for use of said com- |
pany; and shall also have the power to acquire and enter
upon any gravel beds or rock fit for ballast, situated on or
near the lines of said railway company.

6. This company shall have the power to cross at grade,
over or under any other railroad now constructed, or here-
after to be constructed within this state, at any point on its
route, subject to the provisions of the general law of this
state; to unite its railway with any of said roads, and to
enter upon the grounds of such railroad company with the
necessary turnouts, sidings, switches, and conveniences in
furtherance of the objects of its construction, as well as to
facilitate the economical exchange of passengers and traffic
between the respective roads: provided that the acquisition
of any of the real estate of another company, shall be in the
mode prescribed by the law of this state for the purposes of
condemnation; and in order to secure a continuous line of
railway from tide-water to the commercial centres of the
south, west and north, to be operated under one management
without change of cars or break of bulk, said company
may acquire the franchises, rights, privileges, and property
of any other railway company of this state, within the same,
or of other chartered companies of adjoining states within
the same, which lie along the route of this company, and may
constitute a part of its main line or of such lateral lines as it
is authorized by law to construct, by exchanging its stock, or
by purchase, lease, or otherwise, or it may merge or consoli-
date the same, or any of them, in part or in whole, into the
said Great Southern railway company, on such terms as may
be agreed upon between the contracting parties, and may
adopt another name for the consolidated company, full power
and authority being hereby given this said company, and
such company or companies, to make and carry out such
consolidation and merger: provided that the directors of the
said Great Southern railway company shall be duly authorized
to carry out such agreements for lease, purchase, consolidation,
and so forth, by a two-thirds vote of the capital stock repre-
sented and voting at a special meeting of stockholders called
for that purpose, or at a general meeting of stockholders:
and provided further, that the identity of the company
hereby chartered, shall not be changed by any such consoli-
dation or merger, and that the right to operate the works,
property, and franchises of said company shall not be con-
ferred upon any corporation not chartered by this state; and
subscription to the stock of this company may be paid in
land or material; and said company may subscribe to stock
in another railway company, chartered by this or any other
state, and may receive subscriptions to its stock from any
such company: provided however, that the company hereby
created, and any other companies which shall at any time
exercise or own any of the powers, franchises, or privileges
conveyed by this act, shall at all times be and remain a Vir-
ginia corporation, and amenable to the law thereof: and pro-
vided further, that none of the powers, rights, franchises, or
privileges hereby created, shall at any time hereafter vest in
or be in any way owned or controlled by any competing or
parallel line or lines of railroad or telegraph, nor shall any
president, director, or other officer of, or person interested in
such competing or parallel line, be at any time interested in
any way, directly or indirectly, in the franchises, powers, and
privileges conferred by, or owned, or operated under this act:
and provided further, that all the rights conferred by this
act shall cease, unless the said company shall within two
years, grade and construct continuously at least twenty-five
miles of its road in this state.

7. Said company, or its successor, shall begin the work of
constructing its road within two years from the passage of
this act, and shall complete its main line in this state within
ten years, otherwise this charter may be declared null and
void.

8. Said company, by its acceptance ot this charter, hereby
agrees to pay all taxes and dues and demands due the state,
in lawful money of the United States, and not in coupons.

9. Said company, or its successor, shall never by reason of
merger or consolidation with any other company, in this or
any other state, cease to be a domestic corporation, but shall
forever be and remain subject to the jurisdiction of the courts
of this commonwealth.

10. This charter may be altered, amended, or repealed by
this or any succeeding legislature.

11. This charter is accepted under the express condition
that no subscriptions to the capital stock of said company
shall be asked for, or voted under the general law of the
state, or otherwise, by the cities of Norfolk and Portsmouth,
and the counties of Norfolk, Nansemond, Isle of Wight,
Southampton, Halifax, and Pittsylvania, and that no stock-
holder or director shall be a member of any construction
company that may contract, or has for its purpose to contract,
for the building or construction of said road.

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

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