Chap. 453.—An ACT toincorporate the Augusta, Highland and
Alleghany railway company.

Approved February 29, 1892.

1. Be it enacted by the general assembly of Virginia,
That J. Blair Shoenfelt, Alfred A. Brown, William D
Rippehoe, Richard F. Pettigrew, Evan M. Valentine,
Thomas L. Brown, Delbert L. Davidson, James E. David-
son, Harry M.Wegner, Ferdinand Cimicotti, Gustav Cimi-
cotti and F. G. Fricke, or such of them as may accept the
terms of this act, and their associates and successors, be,
and they are hereby, incorporated and made a body politic
and corporate under the name and style of Augusta, High-
land and Alleghany railway company, and by that name
shall be known in law; said company shall have perpetual
succession and the power to sue and be sued, plead and
be impleaded, defend and be defended in any courts,
whether in law or equity; may make and have a common
seal and alter or renew same at pleasure; shall have,
possess and enjoy all the rights and privileges and be
subject to all the restrictions of a corporation or body
politic in the law necessary for the purposes of this act.
2. Said company is hereby authorized to construct,
equip, maintain and operate a line of standard gauge rail-
road (with all necessary and convenient side-tracks, depots
and other appurtenances), from some point in Augusta
county, on the Chesapeake and Ohio or the Valley rail-
roads, and run thence to the town of Monterey, in High-
land county, with the right to extend said railroad from
the last-named town to some point on the dividing line
between Highland county and West Virginia. It shall be
lawful for said company to transport passengers, freight
and baggage over the line of said railroad and to collect
fares and tolls for the same, and it may use steam or elec-
tric power to propel the cars upon their railroad. Said
company may erect at any point or points along its road,
or at either or both ends thereof, depots, warehouses,
stock-yards and lumber-yards suitable and convenient for
loading and unloading, receiving and storing of all kinds
of lumber, cattle, merchandise and personal property for
care and safe-keeping; and may conduct the business
usually conducted by warehousemen or persons operating
lumber-yards and cattle-yards, charging and collecting
compensation therefor; and for any advances made by
said company on any property stored or deposited with it
for shipment and for all charges incident thereto, said
company shall have a preferred lien on said property,
which must be paid before the company shall be required
to deliver up the same.

3. Said company shall have the power to cross at, above,
or below grade, any public highway or railroad in either
of said counties, and also to unite or connect physically
with the Chesapeake and Ohio, and the Valley railroad,
or either fof them, and with any other road reaching or
crossing the said line of railroad hereby authorized to be
constructed. Said company shall have the right to con-
struct, equip, maintain and operate its said railroad, sid-
ings, depots and appurtenances along and upon any part
or parts or all of the roadway of the old Staunton and
Parkersburg turnpike between Staunton and Monterey, on
the West Virginia line aforesaid, on the following terms
and conditions:

First. Said company shall so construct and maintain
its railroad where the same lies along and upon said old
pike that the ties shall not rise above, and the rails not
more than one.inch above the surface of said old road-
way, a8 maintained by said company.

Second. Said company shall not run its locomotives or
trains over that part of the railroad lying along and upon
said old pike except between the hours of seven o’clock
in the evening and six o’clock in the morning of the fol-
lowing day, during which time, however, it shall have the
right to run its engines and trains, and otherwise use and
operate its railroad along and upon said old pike as fully
and freely and uninterruptedly as if it were not on said
pike or other highway, having no different measure of li-
ability for accidents occurring within said period along
said pike than for those occurring elsewhere off the high-
way.

Third. So long as said company shall use any part of
said old pike for its said roadway (unless used only for
crossing) it shall be the duty of said railroad company to
keep all of said pike in the county where so used, from
the first point where the railroad enters upon it to the last
point where it leaves it, in good repair and suitable con-
dition for travel as a public highway, free from tolls or
charges of any sort.

Fourth. Said company shall have the right to erect
bridges and culverts across said old pike, or to change
the grade of said old roadway, by cuts or fills, or both:
provided only that its usefulness asa public highway be
not thereby materially impaired; and provided further,
that along the entire length of the pike road, where it
shall be the duty of said company to keep it in repair,
the pike roadway shall be kept at least ten feet wide on
one side of said railroad track.

Fifth. Should said company at any time use or occupy
said old pike road, as hereby authorized, without comply-
ing fully with all the said terms and conditions hereinbe-
fore set forth, it shall be regarded as thereby unlawfully
obstructing the public highway, and may be indicted, and,
upon conviction, fined therefor according to law.

4. Said company is hereby authorized and empowered
to condemn land for its uses in building, maintaining and
operating its road, tracks, yards and works, in the manner
provided by law in a case of corporations organized for
works of internal improvement.

5. Said company is hereby autborized to acquire, hold,
lease, sell or otherwise dispose of land to the extent of
one hundred thousand acres in addition to that which it
is authorized to condemn for its uses.

6..The capital stock of said company shal! not be less
than five thousand dollars nor more than one million dol-
lars, and shall be divided into shares of the par value of
twenty-five dollars each, and the directors may receive
cash, services, material, leases, rights or real or personal
property suitable for the business of: the company in pay-
ment of the subscriptions to the capital stock, at such valua-
tion as may be fixed upon as hereinafter provided, and
may make such subscriptions payable in such manner or
manners and in such times as they may deem best for the
interests of the company.

7. It shal) be lawful for said company to lease or sell
its said road or roads, or other property, rights or fran-
chises; to borrow money for the uses of the corporation in
building and operating its road, paying dividends, acquir-
ing property or otherwise, and to secure such loans by
deed of trust or mortgage on all or part of its estates, fran-
chises or income; such loans to be for such sums and on
such terms as the board of directors may deem expedient
and proper; to subscribe to or purchase stock in any other
corporation doing business in this state, and generally to
do any and all acts expedient and necessary for the practi-
cal operating and maintaining of said company: provided
the same shall not conflict with the laws of this state, or
those of the United States.

8. It shall be lawful for said company to acquire, hold
and dispose of land for right of way, depots, stations and
other purposes necessary and profitable for the construc-
tion and operation of its said road.

9. Said corporation is authorized and empowered to
construct branch roads in this state, none of which, how-
ever, shall exceed twenty-five miles in length.

10. Said company is authorized and empowered to build,
operate, and maintain telegraph and telephone lines, or
either, upon any part or the whole of its line or lines of
roads, extensions or branches in this state, and to sell,
lease or connect the same with any other telegraph or tel-
ephone line or lines in the state of Virginia.

11. The said company shall be required to commence
the construction of its said railroad within two years
from the first day of March, eighteen hundred and ninety-
two, and to complete the construction of the main line of
track between Buffalo Gap and Monterey, within five
years after said first day of March, eighteen hundred and
ninety-two, otherwise the powers, privileges and fran-
chises hereby granted, shall be annulled and become void.

12. Whenever any five of the corporators hereinbefore
named shall desire to organize said company under this
charter, they shall notify in writing each of the other cor-
porators (then living) of the time and place (the latter to
be in the city of Staunton, Virginia,) proposed for effecting
such organization. Each corporator (then living) shall
be entitled to at least ten days’ notice of such organiza-
tion. Should five or more of said corporators be present
in person at such organization meeting (of which legal
notice shall have been given as above provided), such
meeting shall be regarded as legally organized, and the
corporators present in person thereat and participating
therein shall be the board of directors of said company
for the term, with the powers and subject to the provisions
hereinafter set forth. It shall be the first duty of said
board to elect a president, vice-president, secretary, and
treasurer of said company (both of which last-named two
offices may be held by one person). Said board shall then
by vote fix the amount of the capital stock of the company,
and the terms and conditions upon which it will accept
subscriptions thereto. The secretary of the company shall
thereupon receive such written subscriptions to said stock
as shal] be made upon the terms prescribed by the board
and tendered to him before all of the stock is taken, and
he shall accept and enter them upon the company’s books
in the exact order in which they are received by him, urt-
less otherwise ordered by the board of directors, who may
reject any subscription tendered to the secretary and not
yet entered on the company’s books. Each subscription
must be accompanied by a bona fide payment thereon by
the subscriber of at least two dollars per share before it
shall be lawful to aczept and enter such subscriptions on
the company’s books. Said payment of not less than two
dollars per share must be made in money or its equivalent
in services, property, rights, or other thing, and must be
made to the treasurer of the company before the secretary
shall bé authorized to accept the subscription. Should
stock be paid for, in part or in whole, in anything other
than money, the value of the services, property, rights, or
other thing tendered as such payment, must first be fixed
by the board of directors, before the treasurer shall be au-
thorized to receive the same on account of any stock sub-
scription. Should the treasurer receive in payment of
stock anything other than money, without the board’s hav-
ing first fixed the value at which he is authorized so to
receive it, or should he allow the stockholder a larger
price therefor than that fixed by the board, he shall be
liable on his official bond for the difference between the
actual value of the thing so received by him, and the
value allowed the stockholder by him therefor: provided
the actual value be less than the sum allowed; but if
otherwise, the company shall be entitled to the benefit.
Should any director tender services, property, rights or
other thing than money in payment, in whole or in part,
of his liability for stock, the value thereof shall be fixed
by the other directors not personally interested therein,
otherwise than as stockholder, whether they be sufficient
in number to constitute a quorum of the entire board or
not. Should there not be any director qualified to vote
thereon, then the board may choose two disinterested, in-
telligent men, who, in turn, shall select a third, and they
then shal] fix the value of the services, property, rights or
other thing tendered in payment, and it shall be lawful
for the treasurer to receive the same at the value so fixed
by them. Should there not be as many as five of the cor-
porators herein named present in person at the organiza-
tion meeting aforesaid, such as are present may adjourn
the meeting from time to time till at least five are so
present in person, but it shall not be necessary to serve
new or additional notices of any such adjourned meeting;
but information thereof shall be given any corporator ap-
plying therefor. When five thousand dollars of the par
value of the capital stock shall have been subscribed and
accepted, and the necessary down payment made thereon
as above provided, the company shall be regarded as fully
organized, and can then at once enter upon the transac-
tion of any and all business it is authorized by its charter
to undertake. If any stock of any issue remain unsub-
scribed for when the directors deem it best to close the
‘subscription books, such untaken stock may be canceled or
retired, or kept as treasury stock and thereafter sold from
time to time as the board may deem best.

13. The corporators herein named, who may form the
first board of directors of the company as provided in the
Jast section, shall, unless they sooner die or resign, hold
office as such directors up to March first, eighteen hun-
dred and ninety-three, and until their successors shall
have been elected, during which time they shall have au-
thority to increase their number to not exceeding sixteen ;
to fill vacancies occurring on said board; to elect (in ad-
dition to the officers named in the last section) a general
manager, and all necessary and desirable officers of said
company, and to prescribe their duties and fix their sala-
ries, notwithstanding such officers of said company may
be members of said board; to adopt by-laws, rules and
regulations for the management of the affairs of the com-
pany; to do all things necessary and expedient to carry
out the purposes and objects of this charter, and to suc-
cessfully conduct the company’s business; to adopt a seal
for the company; and generally to do anything that the
stockholders in general meeting could do. They shall
require the company’s treasurer to give a bond in such
penalty with such sureties as said board shall deem best,con-
ditioned for the faithful discharge of the duties of his
office; and they may, by resolution, delegate such of their
powers as they may deem best, to any officer or officers of
the company, or to any committee or committees of their
body. A majority of the members of the board of di-
rectors then in office shall at all times constitute a quo-
rum for the transaction of all business: provided, however,
that if the board is at any time reduced to less than five
in number, the remaining members shall, before trans-
acting any other business, fill sufficient vacancieson the
board to make its number not less than five. It shall be
lawful for the board of directors, from time to time, to
increase the capital stock of the company till it reach
the limit fixed by this charter: provided, however, that
no stock shall, at any time, be issued for less than .its
par value. Subscriptions to such new issues of stock
shall be taken and received in the same manner as pro-
vided in-the last section for subscriptions to the first is-
sue; but the board may, by the resolution authorizing any
new issue of stock, prescribe any special terms and con-
ditions upon which it is issued, or prefer it in any partic-
ular or particulars over any prior issue of stock: pro-
vided only that such terms and conditions or preferences
be not contrary to the laws of this state, or of the United
States, and be not inconsistent with any undertaking or
obligation of the company’s therefore assumed or incurred.
Meetings of the board of directors may be held as well
without this state as within it. The board shall, semi-
annually, or oftener, declare dividends of so much of the
net assets of the company as it may deem it prudent to
divide. If any stockholder be indebted to the company,
his dividend, or so much as may be necessary, shall be
passed to his credit in payment of the debt.

14. There shall be a general meeting of the stockholders
of the said company on or before March the first, eighteen
hundred and ninety-three, at Staunton, Virginia: pro-
vided the company shall have been legally organized as
aforesaid before that day, otherwise there shal! be a gen-
eral meeting of the stockholders of said company, at said
city, within sixty days after the minimum capital stock
hereinbefore provided shall have been subscribed; notice
of said meeting shall be given by publication, for thirty
days, in one of the Staunton newspapers, and at such
meeting the stockholders shall elect a new board of direc-
tors, and prescribe and limit their powers in such manner
as the stockholders deem best; fix their compensation;
make any addition to or amendment of the by-laws they
may desire, and do any other matters that are proper to
be done at a stockholders’ meeting; after which meeting
the powers and duties of the board of directors, as here-
inbefore prescribed, shall be subject to such limitations
as the stockholders of the said meeting, or at any subse-
quent meeting, may place thereon. It shall not be neces-
sary to publish notice of a stockholders’ meeting on pay-
ment of dividends, as required by the general laws, if such
notice be waived by all the stockholders.

15. The principal office of said company shall be at the
city of Staunton, in the State of Virginia, although the
directors may establish offices and agencies elsewhere.

16. All taxes due the commonwealth by said company
shall be paid in lawful money of the United States, and
not in coupons.

17. This act shall be in force from its passage, but the
general assembly of Virginia reserves to itself the right to
modify or repeal this act at any time hereafter.