Chap. 302.—An ACT authorizing the purchasers of the Richmond and Danville
railroad, their assigns and successors, to become and be a corporation, to adopt
a name therefor, and to possess and exercise general powers; and authorizing
the leasing to or by, and the consolidation therewith of, other corporations.

Approved February 20, 1804.

Whereas a certain suit in equity is now pending in the circuit
court of the United States of America for the eastern district of Vir-
ginia, wherein the Central trust company of New York is complain-
ant, and the Richmond and Danville railroad company, a corpora-
tion created by and existing under the laws of the state of Virginia,
is defendant, in which suit it is sought to foreclose the consolidated
mortgage, dated the twenty-second day of October, in the year one
thousand eight hundred and eighty-six, and upon or about that day
duly executed, acknowledged and delivered by said railroad corpo-
ration to said Central trust company of New York, and subsequently
supplemented and confirmed by said railroad corporation by instru-
ments dated November first, eighteen hundred and eighty-six, and
April thirtieth, eighteen hundred and eighty-eight, respectively, in
which suit also it is proposed to sell the whole of the mortgaged
property and premises, being the rights, property, privileges and
franchises of the said the Richmond and Danville railroad company ;
aud whereas it is deemed desirable and for the interest of this
commonwealth that the said railroad property shall be sold and
reorganized in such manner and under such conditions as to secure
the largest and best possible facilities and advantages of transpor-
tation and communication for the people of this state: now, there-
fore,

1. Be it enacted by the general assembly of Virginia, That the
purchaser or purchasers of the said mortgaged premises of the said
the Richmond and Danville railroad company, at the foreclosure sale
thereof in the course of the said suit in equity, and such person or
persons as he or they may associate with himself or themselves,
shall forthwith be, and they hereby are, constituted a body politic
and corporate by the name which they may select, as set forth in
the conveyance of said mortgaged premises, or in any writing signed
by him or them and recorded in the court in which the said convey-
ance Bhall be recorded; and such new corporation shall have, pos-
sess and be invested with all the estate, right, title and interest in
and to such railroad and other property, with their appurtenances,
and all the franchises, rights and privileges had and possessed by
the said Richmond and Danville railroad company to the same
extent as a purchaser under sections twelve hundred and thirty-three
and twelve hundred and thirty-four of the code of Virginia, and
shall perform all the duties prescribed by said sections of said code:
provided, however, that said new corporation shall not be limited as
to the amount or classification of its stock or bonds, except that the
total amount of stock issued shall not exceed three hundred and
fifty millions of dollars, and shall have no immunity from any law-
ful state, county or municipal taxation by reason of its former charter
or any law heretofore exempting it from taxation.

2. Such purchaser or purchasers may associate with him or them
any number of persons in the organization of the new corporation,
which may create and issue its stock and its bonds, secured by
mortgage or otherwise, according to any plan adopted by such pur-
chaser or purchasers, and filed as hereinafter provided.

3. It shall be the duty of such new corporation, within six months
after the conveyance to it of said mortgaged premises, to execute a
certificate in writing under its common seal, attested by the sig-
nature of its president or vice-president, referring to the sale and
conveyance by which it shall have acquired title to such premises
and the plan of organization adopted by the purchasers, the amount
and classes or kinds of capital stock and mortgage bonds or other
obligations authorized to be issued, and also specifying the name of
such new corporation and of its president and the number and
names of its directors, which certificate shall be filed in the office of
the secretary of the commonwealth of Virginia, and a certified copy
thereof shall be conclusive evidence of the existence of such new
corporation.
4. In addition to its other powers, such new corporation shall have,
and from time to time as occasion arises, may exercise the following
powers, or any of them, namely:

(a) With the approval of a majority of its stockholders, given at
a meeting, it may, from time to time, lease, use, operate, consolidate
with, or purchase or otherwise acquire, or be leased, used, operated
by, or consolidated with, any railroad or transportation company
now or hereafter incorporated by the laws of the United States, or
of any of the states thereof, or any one or more of such railroad or
transportation companies, or any other railroad or transportation
company or companies which now are or hereafter may be leased, or
used, or operated by, or consolidated with any one or more of such
railroad or transportation companies; and from time to time it may
consolidate its capital stock, property and franchises, by change of
name or otherwise, with the capital stock, property and franchises
of any other railroad or transportation company, power being hereby
granted to any railroad or transportation company or companies in-
corporated by or under any act or acts of the general assembly of the
state of Virginia, with the approval of a majority in amount of its
or their shareholders respectively, given at a meeting, to make and
carry out such contracts of consolidation or lease, sale or other
method of acquisition: provided that in all consolidations a copy
of the agreement therefor shall be filed in the office of the secretary
of the commonwealth of Virginia, and that any corporation with
which said new corporation may consolidate, or which it may lease,
shall be or remain subject to the jurisdiction of the courts of this
state, and all lines of railroad operated by it in the state of Virginia
shall be subject to the general laws of the state: and provided, fur-
ther, that any stockholder who dissents from any such consolidation
may, within sixty days thereafter, apply by petition to the circuit
court of the city of Richmond to determine the value of his stock,
and shall be entitled to receive from the new corporation the value
as thus determined of such stock upon transfer thereof to the new
corporation.

(b) It may, from time to time, purchase, own and hold bonds or
other evidences of debt, and shares of the capital stock of any rail-
road company or companies formed under the laws of this or any
other state, and from time to time may guarantee or assume the
bonds, evidences of indebtedness or capital stock of any such rail-
road company.

(c) It may, from time to time, acquire or guarantee the stocks
and bonds, or either, of any inland, coast or ocean transportation
company or companies operating to or from any point or points on
its lines; and it may develop or aid in the development of its busi-
ness by acquiring or guaranteeing the stocks and bonds, or either,
of hotel, ligbterage, wharf, elevating and other such enterprises con-
venient in connection therewith or as a part thereof.

5. Said new corporation may issue its capital stock of one or more
classes or kinds, and in one or more series or grades, with such prefer-
ences, conditions and voting power as shall be provided in said plan
of organization; and, from time to time, it may increase or decrease
the amount of any class or 'kind or grade of such stock as shall be
provided in said plan of reorganization, or with the approval of a ma-
jority in amount of the stockholders given ata meeting of stockhold-
ers called for that purpose, unless and except as otherwise expressly
provided in certificates representing stock previously issued. The
shares of each class of stock shall be of such par amount, and shall
entitle the holders to such vote, respectively, as shall be determined
in the said plan of reorganization, or by the stockholders in like
manner. °

6. Such new corporation may borrow money and issue bonds or
other evidence of indebtedness therefor, and may secure the same
from time to time by mortgage or deed of trust upon any or all of its
property and franchises; and such new corporation, from time to
time, may issue and sell its bonds and its capital stock at such prices
and on such terms as shall be specified in said plan of organization,
or a8 a majority in amount of the stockholders shall approve at any
meeting, and may receive in payment therefor property, securities or
shares in any corporation mentioned in this act; and any stock so
issued shall be deemed fully paid and free from any liability.

7. The business, property and concerns of said corporation shall
be managed by a board of directors, consisting of not less than five
members, and one of their number shall be chosen as president. The
stockholders may adopt by-laws for the government of the stock,
property and concerns of the corporation, and for the regulation of
its directors, officers and agents; and in‘and by such by-laws the
stockholders may prescribe how such by-laws may be amended or
repealed: provided, however, that until such by-laws shall be adopted
by the stockholders, the said corporation shall be governed by by-
laws adopted in accordance with the plan of organization.

8. The principal office of the company shal! be in the city of Rich-
mond, in this state, at which all meetings of the stockholders shall
be held, and all other offices and workshops of said company shall
be located in the state of Virginia so far as the same may be practi-
cable.

9. It shall be lawful for the circuit court of the city of Richmond,
upon the petition of the president and board of directors, at any
time to order a change in the name of the company, but any such
change of name shall be without prejudice to the rights of any
creditor, or to the exercise of any of the powers and privileges
granted by this act.

10. There shall be paid to the clerk of the county or corporation
in which any mortgage authorized by this act may be presented for
recordation, the existing rate of taxation for such recordation upon
the assessed value of the road-beds, depots, station buildings and
lots, and machine shops, fixtures and rolling stock, and any real
estate not included in said enumeration, in the state of Virginia,
conveyed in such mortgage, and upon presentation to the clerk of
the county or corporation where it is proposed to record said mort-
gage of a certificate of the auditor of the state of the amount of the
assessed values of the said property within the state of Virginia,
and upon the payment of the tax thereon to the said clerk, the said
mortgage shall be recorded without other charge than the clerical
fees provided in such cases. Certified copies of such mortgage may
be recorded in any county of Virginia in which property covered by
such mortgage may be located upon payment of clerical fees.

11. All taxes and debts due or to become due the state of Vir-
ginia by the corporation shall be paid in lawful money of the
United States, and not in coupons.

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