CHAP. 187.—An ACT to incorporate the Potts valley railroad and
iron company.

Approved February 11, 1892.

1. Be it enacted by the general assembly of Virginia,
That Otis A. Thayer, William T. Thayer, Jesse 8S. Savage,
W. A. McCorkle, Joseph L. Beury, Homer A. Holt, John-
son N. Camden and A. C. Snyder, of West Virginia; and
Thomas B. Paxton, of Cincinnati, Ohio, their associates,
successors and assigns, and all others who may become
stockholders, are hereby incorporated and made a body
politic and corporate, under the name and style of the
Potts valley railroad and iron company, for the purposes
hereinafter declared; and the said company is hereby in-
vested with all the rights, powers and privileges, and
made subject to all the rules, regulations and restrictions
provided and prescribed in the code of eighteen hundred
and eighty-seven of this state, in relation to such corpor-
ations, and any laws amendatory thereof, so far as the
3ame are applicable and not repugnant to or inconsist-
ant with the powers, rights and privileges herein granted.

2. The said company shall have perpetual succession,
and is hereby invested with all and singular the rights,
powers, privileges and authority following, namely:

First. To locate, construct and maintain a railroad
from a point on the Chesapeake and Ohio railway at or
near the town of Covington, along the valley of Potts
creek, through the counties of Alleghany and Craig, to
the state line, at or near the place where Potts creek
crosses said state line in Craig county, with the right and
privilege of extending said railroad, after passing up said
creek through a portion of the territory of the state of
West Virginia, by the authority of said state, toa point
on the Norfolk and Western railroad, at or near the
mouth of Big stony creek, in the county of Giles; also
with the right and privilege of extending its line from
the place where it leaves the Chesapeake and Ohio rail-
way, at or near Covington, in a northerly direction to the
West Virginia boundary line, so as to connect with any
railroad that may be built to or near such boundary in
the state of West Virginia, with power and authority to
build, construct, equip and operate such lateral railroads,
tramways, or roadways as the directors may deem neces-
sary for the purposes of this act; but no one of said lat-
eral roads or ways shall exceed twenty miles in length;
and with power to acquire, by condemnation, according to
the laws of this state, the lands required for the rights of
way for its railroads and the necessary stations and de-
pots for its operations; it may connect or unite its rail-
road with that of any other railroad company, charge and
collect tolls on passengers and freight, and may sell and
convey, or lease its railroad to any other railroad com-
pany of this or an adjoining state, with authority to
such other railroad company of this or any other state to
accept such conveyance or lease; and for these purposes
the said company shall have, and is hereby invested with,
all the rights, powers, immunities, franchises and privi-
leges which are conferred by and may be exercised under
the laws of this state relating to internal improvement com-
panies, and subject to any such laws in the same manner
as if they were hereby expressly made a part of this act.

Second. To buy, own, sell, lease, and deal generally in
land and mineral rights in land; but the company shall
not at any time own more than seventy-five thousand acres
of land or mineral rights in this state.

Third. To mine ores, buy, own, sell, and deal generally
in iron, steel, and ores and coals of all kinds.

Fourth. To construct, maintain, and operate coke ovens,
and manufacture, buy, sell, and deal generally in coke,
charcoal, and lumber.
Fifth. To construct, maintain, own, sell, lease, and ope-
rate blast furnaces, and to smelt iron ore and manufacture
pig iron and steel of all kinds.

Sixth. To construct, maintain, own, lease, and operate
rolling mills, and to manufacture bar, sheet and rod, and
wrought iron of all kinds.

Seventh. To manufacture, buy, sell, and deal generally
in any and all articles made wholly or in part of iron or
steel, or into which iron or steel enters as a component

art.

Eighth. To construct, maintain, own, and use depots,
telegraph and telephone lines, warehouses, storehouses,
and houses for tenants.

Ninth. To buy, sell, own, and deal generally in goods,
wares, and merchandise, and personal property; and to
deal in timber, and buy, sell, own, lease, and operate lime
quarries and manufacture lime.

Tenth. To lay off parts of its lands, at one or more
places, into town lots, improve the same by establishing
streets, alleys, and ways, and to sell, lease, rent, and deal
generally in the lots of such town or towns, and build
houses thereon, and own, sell, and lease the same.

Eleventh. And to do such other acts and toconduct and
transact such other business as a corporation may legally
and rightfully do under the laws of thisestate.

3. The capital stock of said company shall not be less
than one million dollars, and may be increased to such an
amount as the board of directors, with the consent of the
majority of the stockholders, may, from time to time, de-
termine. The said stock shall be divided into shares of
the par value of one hundred dollars each. The said com-
pany, or its board of directors, may receive for stock, in
lieu of money, subscriptions in lands, mineral rights, lum-
ber, labor, and construction and outfit materials, or any
personal property, at such value or price as the directors
may agree upon with such subscribers, whether corpora-
tions or individuals; and no subscriber to any of the stock
of said company shall be liable upon any paid-up shares
of stock issued to him by the company or its board of
directors.

4. The persons named in this act shall compose the board
of directors of said company until the first meeting of the
stockholders thereof. At such first meeting, and at every
annual meeting thereafter, so many directors shall be
elected as may be prescribed by the by-laws and regula-
tions of said company, who shall continue in office until
their successors are elected. The directors shall be stock-
holders of the company. They shall appoint one of their
number president, and may fill any vacancy that may
occur in the board until the next meeting of the stock-
holders. Whenever at least the minimum amount of
stock herein named shall have been subscribed, and the
board of directors shal] have appointed a president, said
company shall be considered legally organized, and may
proceed to the transaction of business. The board of
directors may appoint, to hold during its pleasure, the
subordinate officers and agents of the company, prescribe
their compensations, and take from them such bonds, with
such security, as said board may deem fit and proper.
The board of directors shall have all powers and author-
ity given them by this act, and such other powers and
authority not inconsistent with this act, nor the laws of
this state, as may be conferred on them by the by-laws
of the company.

5. It shall be lawful for said company to borrow money
and to issue bonds from time to time for such sum and
on such terms as its board of directors may deem expedi-
ent and proper for the purposes of the company, and may
secure the payment of said bonds by mortgage or deeds of
trust upon all or any portion of its property or franchises,
including its franchise to be a corporation. It shall be
lawful for said company to subscribe to or purchase and
hold shares in the capital stock of any railroad, mining,
or manufacturing company, or other corporation, when-
ever the board of directors shall deem it to be to its inter-
est to do so. ‘

6. Said company is hereby authorized to consolidate
with any railroad company in this or an adjoining state,
when the lines of railroad of said two or more companies
would, when constructed, form a continuous line either
directly or by means of intervening railroad or railroads;
such consolidation may be made upon such terms as may
be approved by a majority of the stockholders of each of
said companies at any meeting thereof duly called; and
when such consolidation is made, the consolidated com-
pany shall be entitled to all the rights, privileges, and
franchises of the constituent companies: but it shall be
lawful for the companies, in their agreement of consoli-
dation, to agree that the new consolidated company shall
be entitled only to such rights, privileges, and franchises
of the Potts valley railroad and iron company as relate to
the construction, operation and maintenance of the rail-
roads of said company, including its lateral railroads and
branches, in which event, said Potts valley railroad and
iron company shall still continue in existence and hold
all the remaining franchises granted by this act. The
agreement of consolidation, when made and signed by the
presidents of the several companies and attested by their
respective seals, shall be filed in the office of the secretary
of the commonwealth, and a copy thereof, duly certified,
shall be evidence in all courts of this state of the consoli-
dation of said companies and of the rights, powers, and
privileges, and franchises of the consolidated company in
accordance with the terms of said agreement of consoli-
dation.

7. The annual meetings of said company shall be held
at such place, either within or without the limits of this
state, and at such time as may be fixed by the directors or
stockholders of said company, but its principal office shall
be in this state. The first meeting of the stockholders or
the corporators shall be held at Covington, in this state,
after publication of notice of the time of such meeting
for two weeks in some newspaper published in said town,
and by letter from one or more of said corporators to the
others. Notice of the other meetings, general or special,
shall be given in the manner prescribed by the by-laws of
the company, and, in the absence of any such by-law, the
notice shall be such as is provided by the laws of this
state for such companies. The construction of said road
to be begun in two years, and completed in five years,
from the first of April, eighteen hundred and ninety-two.

8. Whatever taxes may become due from said company
shall be paid in lawful money, and not in coupons.

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