Chap. 412.—An ACT to incorporate the Washington terminal railroad company,
and to authorize said corporation to acquire, by purchase, lease, agreement or
otherwise, and to own, operate and dispose of, line or lines of railroad, stations,
works and other property eonnected therewith, in the state of Virginia and the
District of Columbia, including the Long Bridge across the Potomac river; to
issue stocks and honds, and also to own stocks and bonds of other ec porations
using or connecting with any railroad, station, works or property it may so ac-
quire, and to guaranty the bonds, stock, covenants or undertakings of any such
corporation,

Approved February 19, 1898.

Whereas 1n order to improve the railroad terminal and station facilities
at the National capital, and thereby promote the more convenient and
easy intercourse therewith of all sections of the country, and especially
of the south, it is deemed advisable that the passenger station of the
Baltimore and Potomac railroad company, in the city of Washington,
in the District of Columbia, and the whole or such portion as may he
agreed on of the railroad belonging to the said company situated in the
District of Columbia, and southward, including the Long Bridge across
the Potomac river; and also the whole or such portion of the railroad
of the W ashington Southern railway company leading therefrom towards
the south, as may be agreed upon between the company hereby created
and the said W ashington Southern railway company, should be managed
and operated by an independent agency; and the representatives of the
several lines of railroad from the south to Washington which now use
said station and the terminal railroads connected therewith, as well as
the representatives of the several companics owners respectively of said
station and terminal railroads, are desirous of effecting such arrange-
ment, which can be practically accomplished only through the posses-
sion by such independent corporation of the corporate powers needed
therefor; and

Whereas it is intended by this act to create a corporation and invest
it with the requisite powers for such purpose: therefore,

1. Be it enacted by the general assembly of Virginia, That Frank
Thomson, Samuel Spencer, M. E. Ingalls, H. W alters, John P, Green,
Charles E. Pugh and Samuel Rea, and such other persons as may be
associated with them, and their successors, be, and hereby, are created
and constituted a body politic and corporate under the name and title
of Washington terminal railroad company, and by that name and title
shall have and enjoy perpetual succession, with power to sue and to be
sued, plead and be impleaded, in all courts of Jaw and equity; to have
and use a common seal, which may be altered or renewed at pleasure;
to enact and ordain by-laws and prescribe all necessary rules and regu-
lations for the government of the corporation and the control and man-
agement of its property, business and affairs, and from time to time to
add to, alter or amend the same, as may be found necessary or advisable,
and generally to have, possess and enjoy all the rights, powers, privileges
and franchises conferred and be subject to all the ceneral restrictions
imposed by the laws of this state upon corporations of generally like
character.

2. The capital stock of the said company (which may be partly pre-
ferred or partly common stock) shall consist of twenty-five thousand
shares of the par value of one hundred dollars each, which mavy be in-
creased from time to time as the necessities of the company may require,
and with the assent of a majority in amount of the stockholders thereof,
evidenced by resolution adopted by such majority at any annual or
general meeting of said stockholders to an amount not exceeding fifteen
millions of dollars. Subscriptions to said capital stock shall be pavable
either in cash at such times and in such instalments as the directors shall
designate by appropriate resolution, or in real and personal property
suitable for its business at such fair valuation as may beagrecd upon he-
tween the directors and subscribers, who are owners thereof, or by the
rental or price which may be agreed upon for the possession and use of
any railroad or other property connected therewith which the said com-
pany shall acquire for its corporate purposes, whether the same be so
acquired by deed, lease, or agreement and arrangement for the possession
and use thereof for its corporate purposes. . Certificates representing
capital stock shall be executed in such form as the by-laws may prescribe,
shall be personal property, and be assignable by the holder or his attor-
ney duly constituted, on the books of the company as the by-laws shall
provide. Each share of said capital stock shall entitle its holder to vote
in all meetings of the stockholders of said company, which may be cast
by the owner thereof, or his duly constituted proxy.

3. The property, business, and affairs of the said company shall be
controlled, conducted, and managed by a board of seven directors, but
the number thereof may be from time to time increased by authority of
the stockholders evidenced by resolution adopted by a majority in
amount of the holders of all the stock at any annual or general meeting
of such stockholders, and by the addition to said number of the vice-
president or vice-presidents as provided for in section four. The direc-
tors shall be elected by the stockholders at each annual meeting thereof,
and shall hold their office until their successors shall have been duly
elected and qualified, but in case of omission to hold such annual meet-
ing in any year the directors theretofore in office shall continue therein
and discharge all the functions thereof until the next annual meeting
and until their successors shall have been elected and qualified. If any
vacaney shall occur in the office of director by death, resignation, in-
capacity, or refusal to serve, such vacancy shall be filled by the remain-
ing directors, and the person or persons so chosen shall continue in office
until their successors shall have been duly elected and qualified.

4. The ollicers of the said company shall consist of a president, one
or more vice-presidents, a3 the by-laws shall prescribe, a secretary and
treasurer (who may be the same or different persons), and there shall
be such other officers, servants and employees as the by-laws shall pre-
scribe or as the directors may from time to time deem necessary to pro-
perly conduct the business of the said company. The president, vice-
president or vice-presidents, secretary and treasurer shall be elected
annually by the board of directors. The president shall be chosen from
their own number, and the vice-presidents may either be chosen there-
from or otherwise, but when elected shall each (if more than one) be
ex-officio members of the board of directors, and exercise fully the
functions and prerogatives of a director.

5. The corporators named in the first section of this act, or a majority
of them, shall be, and hereby are, authorized and empowered to meet
at such time and place as they may agree upon, to receive subscriptions
to the capital stock of the said company, and when and as soon as
twenty-five hundred shares thereof shall have been subscribed the said
corporation shall be deemed duly organized, and thereupon the said
corporators shall be and become the first directors thereof, shall prescribe
and adopt the necessary by-laws for the government of the corporation,
elect a president and the other officers designated in section four of this
act, and generally exercise the functions and perform all the duties of
directors as fully and effectually as if elected by the stockholders, until
the first annual meeting of the stockholders thereafter and until their
successors shall have been duly elected and qualified.

6. The corporation hereby created shall have power and authority to
acquire and become possessed, by purchase, lease, agreement or otherwise,
and to use, operate and dispose of, all or any portion of the railroad sta-
tions, tracks, bridges and other property and appurtenances of the Balti-
more and Potomac railroad company situated within the limits of the
District of Columbia, or southward thereof, including the Long Bridge
over the Potomac river, and the whole or any part of the line of rail-
road, branches, railroad stations, tracks, property and appurtenances of
the Washington Southern railway company in the state of Virginia,
together with all the corporate rights and franchises which are or may
be exercisable upon the portion of property acquired from the Balti-
more and Potomac railroad company or the Washington Southern rail-
way company, with the right to exercise the same as fully, completely
and entirely as they might or could have been exercised, or might or
could hereafter be exercisable, by each of the said last-named corpora-
tions; and all authority necessary to effectuate and consummate any
such purchase, lease, agreement or other arrangement herein contem-
plated, and to execute the requisite deeds, leases or other agreements to
evidence and effectuate the same, is hereby expressly conferred upon
each of the parties thereto. The said corporation hereby created shall
also have power and authority to acquire, own, hold and operate, lease
and dispose of any other railroad or station property, as well as any
other real and personal property, including stocks, bonds and securi-
ties, of corporations which shall, in the judgment of its directors be
deemed advisable to effectuate the purposes herein specifically autho-
rized; and shall also have power for the same purposes to assume the
undertaking and obligation of any other corporation, and, for like pur-
poses, to guarantee payment or performance of any obligation, covenant
or undertaking of any corporation.

7. The said company hereby created shall have full power and au-
thority from time to time and as the necessities of its business may re-
quire, to borrow money in such sums and upon such terms as its directors
may deem advisable, and to issue its notes, bonds or other evidences of
indebtedness to represent the same, and may also, with the approval of
a majority in amount of the holders of all its capital stock, expressed
by resolution adopted at any annual or general meeting of such stock-
holders, secure the payment thereof, either by a pledge or pledges, or by
one or more mortgages or deeds of trust of all or any part of its prop-
erty, real and personal, and all rights and privileges accruing to it under
any agreement it may make or become party to under the authority of
this act and also its corporate franchises.

8. The said company hereby created shall have power and authority
from time to time to locate, construct and operate branches, spur tracks,
and sidings from and in connection with the stations, railroads and
property which it may acquire under authority of this act, and shall
have power and authority to acquire by condemnation, according to the
laws of the state of Virginia, such lands within said state as may be re-
quired therefor, or for additional stations or terminal facilities in con-
nection therewith.

9. The principal office of the said company shall be located in the
city of Alexandria, Virginia.

The first and subsequent annual meetings of the stockholders
shall be held at such times and places within the state of Virginia as
shall be prescribed by the by-laws, and the by-laws shall likewise pro-
vide for meetings of directors.

10. Whenever the corporation hereby created shall exercise any of
the privileges conferred by this act it shall be lable for the same taxes
as may be imposed by law upon other like corporations or persons exer-
cising like privileges, and all taxes due the commonwealth by the said
company shall be paid in lawful money of the United States and not in
coupons.

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