Chap. 48.—An ACT to ratify and confirm the consolidation of the
Norfolk and Virginia Beach railroad company, and the Danville
and Seaboard railroad company, under the name of the Norfolk.
Albemarie and Atlantic railroad company.

Approved January 4, 1892.

Whereas the Norfolk and Virginia Beach railroad
company, & corporation organized under the terms of an
act of the general assembly of Virginia, approved March
twenty-third, eighteen hundred and seventy-two, entitled
“an act to incorporate the Norfolk ard Sewell’s Point rail-
road,”’ and other acts amendatory of said act, particularly
that approved January fourteenth, eighteen hundred and
eighty-two, entitled “an act to amend and re-enact sections
two, three, four and six of an act to incorporate the Nor-
folk and Sewell's Point railroad company, approved March
twenty-second, eighteen hundred and seventy-two, and to
change the name of said company,” and the Danville and
Seaboard railroad company, also a corporation duly or-
ganized under an act of the general assembly of Virginia,
entitled “an act to incorporate the Danville and Seaboard
railroad company,” and an act amendatory of said act,
approved February twenty-fourth, eighteen hundred and
eighty-eight, did by an agreement, dated January twenty-
ninth, eighteen hundred and ninety-one, and duly record-
ed in the office of the board of public works, on March
seventh, eighteen hundred and ninety-one, effect a con-
solidation of the one with the other, under the name of
the Norfolk, Albemarle and Atlantic railroad company,
upon the terms in said agreement contained; and whereas
the said Norfolk, Albemarle and Atlantic railroad company
has duly organized according to the provisions of said
agreement; therefore,

1. Be it enacted by the general assembly of Virginia,
That the terms of the agreement between the Norfolk and
Virginia Beach railroad company, and the Danville and
Seaboard railroad company, recorded in the office of the
board of public works, March seventh, eighteen hundred
and ninety-one, and the consolidation of said companies
thereunder, by the name of the Norfolk, Albemarle and
Atlantic railroad company, be, and the same are hereby,
atified and confirmed, and the said two companies made
ne body corporate and politic under the said name of the
forfolk, Albemarle and Atlantic railroad company. And
he said Norfolk, Albemarle and Atlantic railroad com-
any, consolidated as aforesaid, shall have perpetual suc-
ession, and have power to sue and be sued, plead and be
mpleaded, defend and be defended, in all courts, either
,t law or in equity, and may make and have a common
eal, and alter and renew the same at pleasure, and shall
lave, possess and enjoy all the rights and privileges of a
Orporation or body politic in the law and necessary for
he purposes for which it is formed. And the said Norfolk,
Albemarle and Atlantic railroad company, so consolidated,
hall be subject to all the liabilities of each of said con-
olidating companies, and shall have and possess all the
‘ights, powers, franchises and privileges heretofore con-
‘erred upon each of said consolidating companies by their
‘espective charters, and the several acts of assembly con-
-erning said companies respectively.

2. The said Norfolk, Albemarle and Atlantic railroad
-ompany, consolidated as aforesaid, shall have the right
(Oo maintain and operate the road heretofore constructed,
and used from Norfolk to Virginia Beach, and all the
railroads, lands and other property used, held and enjoyed
in connection therewith, by the said Norfolk and Virginia
Beach railroad company, and to change the gauge of said
road to the standard gauge, and to construct any and all
branches and lateral roads which either of said companies
might have constructed under either or both of their
charters, or such as may be permitted under the general
laws of this commonwealth.

3. That the said Norfolk, Albemarle and Atlantic rail-
road company, instead of constructing a railroad com-
mencing at the city of Danville and running thence to
some point at or near the Seaboard, at or near the city of
Norfolk, as provided in the first section of the act incor-
porating the Danville and Seaboard railroad company, may
and are hereby authorized and empowered, whenever a
majority of its stockholders shall so determine, extend the
said road now in operation between Norfolk and Virginia
Beach, to the said city of Danville by such route as a
majority of its stockholders may determine, and until
such extension is determined on and made, may operate
and maintain the said road between Norfolk and Virginia
Beach and such branches as may hereafter be constructed,
as fully and in all respects as if the said act incorporating
the Danville and Seaboard railroad company had originally
applied to the said road between Norfolk and Virginia

each.

4. The capital stock of said company shall be one million
dollars, divided into ten thousand shares of the par value
of one hundred dollars each, issued under and pursuant
to said agreement of consolidation, and the same may be,
from time to time, increased to any amount not exceeding
five million of dollars, by issue and sale of shares under
such regulations as the board of directors shall prescribe,
the par value of which shall not be less than one hundred
dollars ; and the directors may receive cash, labor, material,
bonds, stocks, real or personal property, in payment of sub-
scriptions to the capital stock, at such valuation as may
be agreed upon, and may make such subscriptions pay-
able in such manner or amounts and at such time as may
be agreed upon with the subscribers.

5. It shall be lawful for such company to borrow money
and issue and sell its bonds from time to time, for such
sums and on such terms as its board of directors may
deem expedient and proper, in the prosecution of any of
its work. It may secure the payment of such bonds by
mortgages or deeds of trust upon all or any portion of its
property, real, personal or mixed, its contracts and fran-
chises, and its chartered rights and privileges, including
its franchises to be a corporation ; and it may, as the board
of directors may determine, sell, lease, convey and encum-
ber the same, and it may use so many of the bonds of the
said consolidated company, as may be necessary for the
purpose, under the direction and control of the directors
of said company, in redeeming and taking up the existing
and outstanding bonds and obligations of the said con-
solidated company, and of each of said constituent com-
panies, on such terms and conditions as the said board of
directors may be able, from time to time, to make with
the holders of said bonds and obligations of the last
named company.

6. The company may acquire, by condemnation, accord-
ing to the laws of Virginia, the lands required for the
right of way of its railroad, and necessary stations and
depots for its operation.

7. Each stockholder in the company shall, at all meet-
ings or elections, be entitled to one vote for each share of
stock registered in his name, and the president and board
of 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.

8. The board of directors shall be stockholders of the
said company, and shall consist of seven directors, all or
any of whom may be residents of the state of Virginia,
orof any other of the United States, and the said number
may be increased from time to time by the stockholders,
not to exceed, however, fifteen. The directors shall be
elected at the stockholders’ annual meeting, to be held on
such date as the by-laws of the company may direct, and
shall continue in office for the term of one year from
and after the date of their election, and until their suc-
cessors are elected and accept the duties of the office; and
they shall elect one of their members president, and in the
case of the death, resignation, or incapacity of the presi-
dent, or any member of the board of directors, during their
term of office, the said board shall elect their successors
for the unexpired term.

9. All acts done and proceedings taken by the said Nor-
folk, Albemarle and Atlantic railroad company, consoli-
dated as aforesaid, and by its officers, agents and servants,
under, and by virtue of the authority of said consolidation
agreement aforesaid, and under and by virtue of the sev-
eral charters of the consolidated companies, and the sev-
eral acts of assembly hereinbefore mentioned, are hereby
ratified and confirmed.

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