Chap. 524.—An ACT to incorporate the Potomac river railroad company.

Approved February 28, 1896.

1. Be it enacted by the general assembly of Virginia, That R.
W. Moore, B. F. Mackall, J. E. Willard, and D. S. Mackall, of Vir-
ginia, and Herman Hoopes, Spencer Cosby, and Powell Evans, of
Philadelphia, or such of them as may accept the provisions of this
act, their associates and successors, are hereby constituted a body
politic and corporate under the name of the Potomac river railroad
company, with power to locate, construct, equip, maintain, and ope-
rate any tramway or railroad lines from a point at or near the
Potomac river in Alexandria county, opposite the District of Colum-
bia, through the counties of Alexandria and Fairfax to the town of
Falls Church, and through the counties of Alexandria, Fairfax,
Prince William, and Loudoun to the great falls of the Potomac, and
to such other points upon the Potomac river in said counties, or
either of them, as said corporation through its board of directors
shall designate, and also branch lines within the counties named
not exceeding twenty miles in length, which shall be determined
upon by a vote of two-thirds of the stockholders of said company;
provided that failure to construct any one of said lines shall not
affect this charter as applicable to the other lines or branches con-
structed, but the same shall continue and be in force; and said com-
pany may construct and maintain such docks, freight, storage, and
transfer houses as the board of directors deem necessary.

2. That said company shall have the power to acquire by pur-
chase, gift, or condemnation, according to the provisions of the laws
of Virginia, such lands as the board of directors of said company
shall deem necessary for right of way, sidings, depots, shops, docks,
freight and warehouses, and other purposes required by said corpo-
ration in the transaction of business and the storage and transfer of
freight and property.

3. The capital stock of said company shall not be less than twenty-
five thousand dollars nor more than five hundred thouegand dollars.
The par value of each share issued shall] be one hundred dollars, and
subscriptions to the stock shall be made and received under and accord-
ing to such regulations as the board of directors of said corporation
may make; and said capital stock may be increased by a vote of two-
thirds of the capital stock at any time, a certificate of such increase
to be filed with the secretary of state, such increase to be subject to
taxation the same as though added in this charter as the maximum
capital stock. Payments of subscriptions may be made in labor, ma-
terials, real and personal property, at valuations to be fixed by the
board of directors, and in cash. Any county, municipality, or town
through or in which the road of said company, or any branch thereof,
may locate, may subscribe to the capital stock or bonds of said com-
pany in the mode prescribed by law.

4, The said company shall have the right to cross at grade, or by,
over, or under crossings, intersect, join, or connect its railroad with
any other railroad now constructed or which may be hereafter con-
structed within said territory, and may consolidate its lines, prop-
erty, and franchises with any other railroad or bridge corporation
with whose railroad or bridge a connection is made, and may sub-
scribe and hold the stock of any other corporation; said company
may purchase or lease the property, franchises, railroad, trackage,
and appurtenances of any other railroad corporation now existing
or which may hereafter exist; and may lease to any other corpora-
tion trackage or rights of way over its lines or any branch thereof,
and the use of transfer warehouses, docks, or other privileges, for
such term or terms as may be agreed upon, and may acquire by
purchase and may use all the rights, franchises, and property of the
Potomac and great falls railroad company granted and acquired
under its charter heretofore granted and the amendments thereof.

5. Said company shall have the right to borrow money, issue bonds,
and secure the payment of the same by a deed or deeds of trust or
mortgage on any or all of its property and franchises.

6. The persons named in the first section hereof shall constitute
the board of directors of said company until their successors are
elected as herein provided; and they shall, within sixty days after
the passage of this act, organize by electing from their number a
president, secretary, and treasurer, and may elect such other officers
and appoint such agents as they may deem necessary; and may
adopt such regulations and by-laws as may be needful for receiving
subscriptions to the stock of said company and transacting its busi-
ness. Upon the full subscription of the minimum capital stock
herein provided and payment to the treasurer of said company of
two per centum thereof, the said company shall be deemed fully or-
ganized for the transaction of business. The directors herein named
shall, upon the completion of the organization as aforesaid, call. a
meeting of the stockholders for the purpose of electing a board of
nine directors, who shall thereafter have the control and manage-
ment of the affairs of said company; and it shall be lawful for the
stockholders to divide said board into three classes of three directors
each, and at the first election elect one class for one year, and one
class for two years, and one class for three years, and thereafter
elections may be had annually of three directors for three years. All
directors shall be stockholders, and the president and treasurer of
said company shall be directors; all other officers may be selected
without regard to such qualification. The board of directors shall
have the right to make all by-laws and regulations for the manage-
ment and control of the affairs of said company, and may fill all
vacancies occurring in the board during the year for the unexpired
term; provided that a failure to elect directors at any annual meet-
ing shall not impair the organization, but each director shall hold
over and act until his successor is duly elected by the stockholders
as herein provided, and special meetings of the stockholders may be
called at any time in accordance with the by-laws by the board of
directors, if they so elect, for the purpose of electing directors to fill
vacancies.

7. The directors named in section one of this charter shall exercise
all the powers of the company and do whatever might be authorized
by the stockholders until the election of a board of directors by the
stockholders as herein provided.

8. The said company shall commence construction within two
years from the passage of this act, and complete the same within five
years from the passage of this act.

9. The said company shall pay its taxes in lawful money of the
United States, and not in coupons.

10. The general assembly of Virginia reserves the right to alter or
repeal this act at any time hereafter.

11. The principal office of this company shall be located in the
county of Alexandria, state of Virginia.

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