Chap. 194.—An ACT to incorporate the Virginia Seaboard and Western rail-
road company.

Approved February J0, 1894.

1. Be it enacted by the general assembly of Virginia, That C. W.
Grandy, Mayer Lehman, Richard B. Tunstall,W.W. Old,W. B. Hatch-
er, Caldwell Hardy and Edward Brockenbrough, their associates
and successors, are hereby constituted a body politic and corporate
under the name of the Virginia Seaboard and Western railroad
company, for the purpose of constructing, equipping and operating
a railroad from a point at Danville or North Danville to a point on
the line of the East Tennesse, Virginia and Georgia railroad, or the
Norfolk and Western railroad, at or near Bristol, Tennessee, or to
some other point upon the line between the states of Tennessee and
Virginia, or upon the line between the states of West Virginia and
Virginia, and upon such route as may be adopted by the company,
and the line of the road may be so located that a portion or portions
thereof may, with the sanction of those states respectively, be in
North Carolina or in Tennessee, or both.

2. That the capital stock of said company shall not be less than
one hundred thousand dollars, and shall be divided into shares of
one hundred dollars each, but the board of directors may, in their
discretion, from time to time, increase the capital stock to such an
amount, and may dispose of the same at such prices and upon such
terms as they may determine. Each share of stock shall be entitled
to one vote at all meetings of the stockholders, and the directors
may receive real or personal property in payment of subscriptions to
the capital stock at such valuations as may be agreed upon between
the directors and the subscribers. The incorporators above named, or
amajority of them, may receive subscriptions to the capital stock in
such manner as they may deem best, and no advertisement of the
time and place at which books will be opened for subscriptions shall
be necessary, and the terms of payment therefor shall be such as the
board of directors shall prescribe.

3. When the minimum amount of capital stock shall have been
supscribed the subscribers may meet, with such notice as the above-
named incorporators or a majority of them may determine, and elect
a president and a board of directors and such other officers as they
may deem best. At such meeting each sucscriber may in person or
by proxy cast one vote for each one hundred dollars of stock sub-
scribed for by him. The board of directors may consist of any num-
ber that the subscribers or stockholders may from time to time deter-
mine. After such election the said company shall thereupon be
deemed duly organized and the board may proceed to adopt by-laws
for the conduct of the company, and take such further action as the
interests of the company may in their judgment require.

4. The by-laws of the company, which may be changed at the dis-
cretion of the board of directors, may prescribe the times and places
for the meetings of the stockholders, and also the time and method
of giving notice of such meetings and the manner of serving the
Fame,

». Said company shall at any time after organization have power
to borrow money for its purposes, to issue its bonds or notes, bear-
Ing interest not exceeding seven per centum per annum, payable semi-
annually, and to secure the same by mortgage or deed of trust on its
works, property and franchises, or in any other manner it may deem
best. It may also sell or dispose of such bonds at such discount as
its board of directors may deem best for the interests of the com-
pany, and any bonds so sold or disposed of at a discount shall be as
valid and binding upon the company as if sold or disposed of at par.
It shall also have the power to give to the holders of its bonds the
right to cast one vote at all meetings of the stockholders for each
one hundred dollars of bonds held by them.

6. Said company shall have all the general powers conferred upon
and be subject to all the general restrictions imposed on and to all
the provisions respecting corporations and chartered companies
under the laws of the state of Virginia, except in so far as the same
are modified by or are inconsistent with this act.

7. Said company is hereby authorized to construct branch roads
in this state through the counties of Grayson, Wythe, Smyth, Wash-
ington, Russell, Wise, Buchanan, Scott, Lee, Carroll and Dickenson
to the Kentucky or West Virginia line: provided, however, that said
company shall begin the construction of such branches within five
years from the completion of the main line, and completed within
ten years. And it is also authorized and empowered to build, ope-
rate and maintain telegraph lines upon the line or lines of its road,
extensions or branches, and to sell, lease or connect the same with
any other telegraph line or lines. Said company shall have power
to acquire title to a continuous line of land along its proposed route,
not exceeding one hundred feet in width, and such additional land
as may be necessary for its purposes.

8. Said company may, with the sanction of the proper authorities
of the states of North Carolina, Kentucky, Tennessee or West Vir-
ginia, extend its route to such point or pointe within or through
said states, or either of them, or any part théreof, as it may deter-
mine.

9. The counties, cities and towns in this state through or into
which said railroad or its branches shall be constructed are hereby
authorized to subscribe, according to the forms prescribed by the
code of Virginia, edition of eighteen hundred and eighty-seven, to
the capital stock of the Virginia Seaboard and Western railroad
company to an amount not exceeding two hundred and fifty thou-
sand dollars, respectively, as may be prescribed in the order for the
vote thereon, which order may be entered by the county court of any
such county, or the council or other proper authority of any such
city or town, at the request of said company, at any time, and shal]
direct an election to be held as provided for in section twelve hun-
dred and forty-three of the said code of Virginia and the following
sections pertaining thereto. If it shall appear from the report of
the board of commissioners appointed by the judge of the county
court, or by the president or other presiding officer of the council of
the city or town, as provided for in section twelve hundred and forty-
four of the code, that three-fifths of the qualified voters of the
county, city or town voting upon the question are in favor of the
proposed subscription, and that said three-fifths include a majority
of the votes cast by freeholders at such election, the county court or
council or other proper authority of such city or town shall, at ite
next session, enter of record an order requiring the supervisors of
the county or the members of the council to attend, on a day and at
a place designated in the order, to carry out the wishes of the voter:
as expressed at said election; and the proceedings at and iz
reference to said election and in reference to such subscription
shall be in accordance with sections twelve hundred and forty.
three, twelve hundred and forty-four, twelve hundred and forty-
five, twelve hundred and forty-six, twelve hundred and forty.
seven, twelve hundred and forty-eight, twelve hundred and forty-
nine, twelve hundred and fifty and twelve hundred and fifty-one
of the code of Virginia, so far as applicable thereto and not modi-.
fied by or otherwise inconsistent with this act: provided that
if the charter of any city which shall be asked to subscribe to the
capital stock of said company shall prescribe the method of order-
ing and holding such an election, the proceedings in said city shall
conform to the requirements of the charter thereof: and provided,
further, that no part of the subscription made by any county
shall be due and payable until it shall be certified by a commis-
sioner, appointed for the purpose by the county court of such county
(the compensation of the commissioner to be fixed by the court but
paid by the said company ), that one or more miles of said railroad
in said county have been graded and the track substantially laid
thereon, but otherwise the county subscriptions shall be due and
payable as may be agreed upon between the board of supervisors of
the county and the board of directors of said company: and pro-
vided, further, that the subscriptions made by any city or town may
be made due and payable at such time or times as may be agreed
upon between the board of directors of said company and the coun-
cil or other proper authorities of said city or town.

10. It shall be lawful for said company to consolidate with any
other railroad company, not a competing line, heretofore incorpo-
rated or hereafter to be incorporated, in or out of the state of Vir-
ginia, whose line or road connects or will connect with the railroad
hereby authorized to be constructed, and it shall be lawful for the
company hereby incorporated to lease or sell its works, property and
franchises, or any part of them, to any other such company, and it
shall be lawful for this company to lease or purchase the works,
property and franchises, or any part of them, of any other railroad
company heretofore incorporated or hereafter to be incorporated, in
or out of the state of Virginia, whose line of railroad connects or will
connect with the railroad hereby authorized to be constructed, and
any other railroad company heretofore incorporated or hereafter to
be incorporated in the state of Virginia is hereby authorized to con-
polidate with this company, or to sell or lease its works, property and
franchises, or any part of them, to this company, or to purchase or
lease the works, property and franchises of this company, or any
part of them: provided that no consolidation of the corporation
hereby created with any corporation chartered by another state, or
any lease or sale thereof, shall operate to prevent such consolidated
company from being acorporation of this state, or in any manner to
impair the jurisdiction of the courts of this state in respect of the
property and franchises so leased or purchased: and provided, fur-
ther, that any company purchasing under the authority of this act
shall have power to make payment in its stock and bonds, and the
selling company shall have power to accept the same.

11. This act is subject to the proviso that the work of construction
hereunder shall be begun within two years and completed within
five years from and after the passage of this act, unless the time
therefor shall be extended by the general assembly, and all taxes or
demands due or to become due by this company to the state of Vir-
ginia shall be paid in lawful currency of the United States, and not
In coupons.

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