Chap. 222.—An ACT to supplement an act entitled an act to incorporate the
Berlin and Lovettsville bridge company.

Approved February 12, 1894.

_ Whereas the act of assembly mentioned in the foregoing title hav-
lng been passed and approved on the third day of February, eigh-
teen hundred and ninety, the general assembly of Maryland, at the
session held in the year eighteen hundred and ninety, passed another
act with the same title as that of the said act of the general assembly
of Virginia, and the same was approved on the eighth day of April,
eighteen hundred and ninety, and in pursuance of the said act of
assembly two corporations were created, one of Maryland and one of
Virginia, with the same name, and they have constructed the bridge
which they were authorized to build; and whereas, in order to aid
them in construction, a mortgage was made by the Berlin and Lov-
ettsville bridge company upon the property acquired by both com-
panies, their income, and so forth, or was intended to be made, to the
Fidelity and deposit company of Maryland to secure an issue of
bonds and coupons for interest, made in the said corporate name;
and whereas on account of the identity in name and objects, the facts
were lost sight of that they are separate in law, and both corpora-
tions desire to consolidate and become one corporation, and that the
consolidated corporation do whatever acts may be necessary to make
good in law the said bonds and coupons for interest, and said mort-

30 CC” nAaole
gage, and necessary to secure the holders of said bonds and coupons:
therefore,

1. Beit enacted by the general assembly of Virginia, That the
Berlin and Lovettsville bridge company, a corporation created under
said act of assembly of the state of Virginia, be, and the same is
hereby, authorized and empowered to effect a consolidation with the
corporation chartered by the state of Maryland, as stated in the pre-
amble to this act, and to effect such consolidation in the manner
and upon the terms which shall he determined upon by the stock-
holders of the respective corporations, and that when resolutions for
the consolidation shall have been passed by a majority of the stock-
holders of said respective corporations, the two corporations shail
become one corporation, under the name of the Berlin and Lovetts.
ville bridge company, upon the terms stated in the resolutions. and
the consolidated corporation shall at once be invested with all the
rights and titles of its two constituents.

2. That as soon as possible after the passage of this act the presi.
dent of the said Virginia corporation shall call, or cause to be called.
a meeting of the shareholders thereof, and shall give, or cause to be
given by the secretary of the company, to each shareholder one week's
notice of the time, place and object of said meeting, which notice:
may be given by the delivery thereof to shareholders, or by mailing
the same to them at their several places of residence, as shown 01
the books of the company, or as otherwise known to said presiden
or secretary.

3. If a resolution or resolutions providing for such consolidatio1
shall be passed, a copy shall be made by the secretary of said Vir
ginia corporation, and said secretary shall appear before any notar
public, resident in Virginia or in Maryland, and make affidavit tha
said copy is a true copy of the said resolution or resolutions of con
solidation, and the same shall be recorded in the clerk’s office of th
county court of Loudoun county, and a copy thereof certified by sai
clerk, and acopy of like resolutions passed by the Maryland corpo
ration, to be recorded in the office of the clerk of the circuit court o
Frederick county, Maryland, and certified by said clerk, shal!
together, be evidence of said consolidation.

4..The consolidated corporation, when the same shall have bee
formed as aforesaid, shall have full power to do all acts which ma:
be necessary to make said bonds, coupons and mortgage obligator
upon the consolidated corporation; and after said consolidatio
shall have taken place, the meetings of shareholders, as well as of th
directors of the company, may be lawfully held either in the stat
of Virginia or of Maryland.

5. At any meeting of shareholders of the consolidated compan
after the resolutions of the consolidation shall have been passed b
both companies and copies of the resolutions offered for record 2a
aforesaid, the shareholders of the consolidated companies shal] ele
a board of seven directors, who shall hold their offices until th
twenty-seventh day of December, eighteen hundred and ninety-fou
and until the election of their successors; and the said consolidate
corporation shall have all the same powers, rights, privileges an
munities which were granted to each of the said corporations,
id the said directors and other officers shall have the same powers
ich were conferred upon directors and officers of said corporations
‘said acts of assembly, respectively; and the capital stock of the
nsolidated company shall be the sums of the authorized capital
the said two companies. Each certificate now outstanding in the
me of the stockholders of the two companies shall thenceforward
present an equal number of said shares of the same par value in
p consolidated corporation, and any certificate hereafter issued for
ck by the consolidated company shall be of the same form as
nse now outstanding.

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