Chap. 148.—An ACT to incorporate the Virginia and Chesapeake company.

Approved February 6, 18%.

1. Be it enacted by the general assembly of Virginia, That W.
A. Little, junior, Thomas W. Harrison, William A. Jones, Channing
M. Ward, Alonzo Tripp, Randolph G. Ward, their associates, succes-
sors and assigns, or a majority of them, be, and they are hereby, au-
thorized to form and be a body corporate, to be known as the Vir-
ginia and Chesapeake company, and under that name, style and title
shall have perpetual succession and all the privileges, franchises and
Immunities incident to a corporation; may sue and be sued, implead
and be impleaded, complain and defend in all courts of law and
equity, of record and otherwise; may purchase, receive, hold and
enjoy, to them, their successors and assigns, all such Jands, tene-
ments, leasehold estates, real, personal and mixed, of what kind and
quality soever as may be necessary to erect depots, engine-houses,
tracks, shops and other purposes of the said corporation, as hereafter
defined by the second section of this act, and the same from time to
time may sell, convey, mortgage, encumber, charge, pledge, grant,
lease, sub-lease, alien and dispose of, and also make and have a com-
mon seal, and the same to alter and renew at pleasure, and ordain,
establish and put in execution such by-laws or ordinances, rules and
regulations as may be necessary or convenient for the government of
the said corporation, not being contrary to the constitution and laws
of this commonwealth, and generally may do all and singular the
matters and things which to them shall appertain to do for the well
being of the said corporation and the management and ordering of
the atYairs and business of the same: provided that nothing herein
contained shall be so construed as to give to the said corporation
any banking privileges or franchises or the privilege of issuing their
obligations as money.

2. That the corporation hereby created shall have power to contract
with any person or persons, firms, corporations or any other party,
howsoever formed, existing or that may hereafter exist, in any way
that said parties or any of them may have authority to do, to build,
to construct, maintain or manage any work or works, public or pri-
vate, which may tend or be designed to improve, increase, facilitate
or develop trade, travel or the transportation and conveyance of
freight, live stock, passengers and other traffic, by land or water,
from or to any part of the United States or the territories thereof;
and the said company shall aleo have power and authority to supply
or furnish all needful material, labor, implements, instruments and
fixtures of any and every kind whatsoever, on such terms and condi-
tions as may be agreed upon between the parties respectively, and
also to purchase, erect, construct, maintain or conduct in its own
name and for its own benefit, or otherwise, any such work, public
or private, as they may by law be authorized to (including also
herein lines for telegraphic communications) and to aid, co-operate
and unite with any other company, person or firm in so doing.
3. The company hereby created shall also have the power to make
purchases and sales of or investments in the stocks, bonds and secu-
rities of other companies, and to make advances of money and of
credit to other companies and to aid in hike manner contractors and
manufacturers, and to receive and hold on deposif, or as collateral or
otherwise, any estate or property, real or personal, including the
notes, obligations and accounts of individuals and companies, and
the same to purchase, collect, adjust and settle, and also to pledge,
sell and dispose thereof on such terms as may be agreed on between
them and the parties contracting with them, and alsu to endorse and
guarantee the payment of the bonds and the performance of the
obligations of other corporations, firms and individuals, and to as-
sume, become reaponsible for, execute and carry out any contracts,
leases or sub-leases made by any company to or with any other com-
pany or companies, individuals or firms whatsoever.

4. The company hereby created shall also have power to enter upon
and occupy the lands of individuals or of companies on making pay-
ment therefor or giving security according to law for the purpose of
erecting, constructing, maintaining or managing any public work,
such as is provided for or mentioned in the second section of this
act, and to construct and erect such works thereon, and also such
buildings, improvements, structures, roads or fixtures as may be
necessary or convenient for the purposes of the said company, under
the powers herein granted, and to purchase, make, use and maintain
any works or improvements connecting or intended to be connected
with the works of the said company, and to merge or consolidate or
unite with the said company the improvements, property and fran-
chises of any other company or companies, on such terms and condi-
tions as the said company may agree upon, and subject to the general
law to fix and regulate the tolls or charges to be charged or demanded
for any freight, property or passengers traveling or passing over any
improvement erected, managed or owned by the said company, and
to make from time to time dividends from the profits made by said
company. The several railroads managed by said company shall
continue taxable, as heretofore, in proportion to their length within
this state respectively, and the said Virginia and Chesapeake com-
pany shall be taxable only on the proportion of dividends on its
capital stock and upon net earnings or income only in proportion to
the amount actually carried by it within the state of Virginia, and
all its earnings or income derived from its business beyond the limits
of this commonwealth shall not be liable for taxation.

5. The capital stock of said company shall consist of two thou-
sand shares, of the value of fifty dollars each, being one hundred
thousand dollars, and with the privilege of increasing the same, as
may from time to time be deemed needful; and the corporators, or
a majority of them named in the first section of this act, shall have
power to open books for subscriptions at such times and places as
they may deem expedient; and when not less than one thousand
shares shall have been subscribed and twenty per centum thereon
shall have been paid in, the sharehoJders may elect not less than
three nor more than nine directors, to serve until the next annual
election, or until their successors shall be duly elected and qualified ;
and the directors so elected may, and they are hereby authorized and
empowered to, have and to exercise, in the name and in behalf of
the company, all the rights and privileges which are intended to be
hereby given, subject only to such liabilities as other shareholders
are subject to, which liabilities are no more than for the payment to
the company of the sums due or to become due on the shares held
by them; and should the capital stock at any time be increased, the
stockholders, at the time of such increase, shall be entitled to a pro
rata share of such increase, upon the payment of the instalments
thereon duly called for; and whenever an increase of capital stock
is made, a certificate thereof, duly executed under the corporate seal
of the company and signed by the president and secretary, shall be
filed with the secretary of the commonwealth before the same shal]
be deemed to be valid.

6. The principal office of the said company shall be in the city of
Richmond, Virginia, but the directors, under such rules and regula-
tions as they may prescribe, may establish branches or agencies in
other parts of the state or elsewhere. All of the directors of said
company shall be citizens of the United States and reside therein.

7. The directors shall be elected annually by the stockholders on
the first Tuesday of June of each year, and they shall elect from
their number, at the first meeting of the board after their election,
a president, and also shall have power to elect from their number,
or otherwise, a vice-president, a treasurer and secretary, and such
other officers, clerks and agents as the business of the company may
require. All elections for directors shall be by ballot, and every
stockholder shall be entitled to one vote for each share of stock held
by him, but no person shall be eligible as director who is not a
stockholder to the amount of ten shares. At the annual or special
meetings a quorum shall consist of stockholders owning at least one-
half of the capital stock.

8. Ten days’ notice shall be given, by publication in two newspa-
pers published in the city of Richmond, Virginia, of the time and
place of the annual election, which election shall be conducted by
three stockholders, one of whom shall act as judge and the other two
as inspectors. ~

9. The board of directors shall make all by-laws necessary for
conducting the business of the company, which by-laws shall at all
times be accessible to persons transacting business with them. The
said directors shall have power, by a vote of a majority of their
number, at any meeting of the board, to change the name of the
said corporation, and by any new name thus adopted, upon filing
with the secretary of the commonwealth a truly-certified certificate,
the said company shal! have, hold and enjoy all the rights, powers,
privileges and immunities hereby granted. The directors shal! bave
the power to require payment of the amount remaining unpaid on
the stock of said company at such times and in such proportions as
they shall think proper, the said assessment to be made as the by-
laws of said company shal] direct.
10. All taxes which may be aseessed against said company shal]
be paid in lawful money of the United States, and not in coupons.

11. The general assembly reserves the right to alter, amend or
repeal this charter at any time.

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