Chap. 635.—An ACT to authorize the consolidation of the Richmond and Peters-
burg railroad company and the Petersburg railroad company, and to authorize
the consolidated company to change its name tothe Atlantic Coast Line railroad
company of Virginia.

Approved March 1, 1898.

1. Be it enacted by the gencral assembly of Virginia, That authority
is hereby given to the Petersburg railroad company to consolidate with
the Richmond and Petersburg railroad company, and authority is
hereby authorized to the Richmond and Petersburg railroad company
to enter into, make and carry out an agreement whereby the said the
Petersburg railroad company shall become consolidated with the said
the Richmond and Petersburg railroad company.

2. That such consolidation shall be made on such terms and condi-
tions as may be agreed to by the stockholders in each of said companies
by resolutions to be adopted in a general meeting of the stockholders of
each of said companies, duly called for the purpose of considering the
same: provided, that such resolution shall be adopted in each of such
meetings by the affirmative vote of those owning or representing at least
two-thirds of the entire capital stock in each of said companies.

3. When such consolidation shall have been agreed to in the manner
and form hereinbefore prescribed, then the same shall be effected by the
execution and delivery of a deed from the said the Petersburg railroad
company to the said the Richmond and Petersburg railroad company,
conveying by proper description all of the property, real, personal and
mixed, including the roadbed, right of way and superstructures, as well
as all equipment and other personal property, and all the rights, powers,
privileges and franchises of the said the Petersburg railroad company to
the said the Richmond and Petersburg railroad company, subject to any
and all existing liens thereon; and the said the Richmond and Peters-
burg railroad company shall have the right to covenant to assume, and
to assume as a part of the consideration of such conveyance the pay-
ment of the principal and interest of any and all such liens; and upon
the execution and delivery of such conveyance the said the Richmond
and Petersburg railroad company shall immediately be and become
vested with the complete and full title to all the property, rights, pow-
ers, privileges and franchises conveyed thereby, with the right to own.
maintain and operate the railroads and all branches heretofore owned
and operated hy tl the two aforesaid companies as one road.
4. The Richmond and Petersburg railroad company shall have the
right to carry out any agreement that may be made for the delivery of
the shares of its capital stock to the holders of the shares of stock in the
Petersburg railroad company in exchange for such stock on such terms
and at such rate as may be agreed upon, and shall have full power and
authority to purchase from the holders thereof any of the shares of
stock in the Petersburg railroad company which may not be exchanged
as aforesaid, and to that end and for the general purposes of such com-
pany, the said the Richmond and Petersburg Railroad company is hereby
authorized to increase its capital stock to such an amount as may be au-
thorized or approved by the stockholders thereof in any annual or gen-
eral meeting assembled, not to exceed in the agyregate the sum of three
millions of dollars, but all or any part of the two millions increase in
the capital stock of said company which may be issued hereafter under
the provisions of this section shall be known and designated as class B
stock, and shall be subject to taxation and shall not be exempt from tax-
ation under the original charter of said company.

5. The said the Richmond and Peters burg railroad company, in addi-
tion to the nights which it now has as to issuing bonds, shall have the
right at any time hereafter to make and issue such bonds as may be
necessary to provide for the retirement of the underlying mortgages on
the properties hereby consolidated and to secure the same by one or
more mortgages on such terms and conditions and to such amount ag
may be authorized or approved by its stockholders in any annual or gen-
eral meeting.

6. That notwithstanding the conveyance of the property of thesaid the
Petersburg railroad company to the said the Richmond and Petersburg
railroad company, as hereinbefore provided, the existence of the said
the Petersburg railroad company as a corporation shall continue so long
as any of its shares of capital stock shall not be sold to or exchanged
with the said the Richmond and Petersburg railroad company, for the
purpose only of protecting the interest of the said stockholders in the
said company as such, and in all meetings of the said the Petersburg
railroad company thereafter held, the said the Richmond and Peters-
burg railroad company shall have the right to represent all the
stock which it may have acquired by purchase or exchange as aforesaid
in the said the Petersburg railroad company, casting such vote as it may
be entitled to on the number of shares so acquired hy it and standing in
its name on the books of the said the Petersburg railroad company, and
to that end the said the Richmond and Petersbure railroad company
may keep alive and hold for that purpose only, all the shares of stock
in the said the Petersburg railroad company which it may acquire by
purchase or in exchange as aforesaid, until it shall have acquired the
whole of said stock in the said the Petersburg railroad company, when
the same shall be cancelled and the existence of the said the Petersburg
railroad company shall cease and be at an end,

7. Any stockholder of the Petersburg railroad company who shall
refuse to convert his stock into the stock of the Richmond and Peters-
burg railroad company under the terms of the agreement of consolidation,
may, on reasonable notice to said company, demand that it shall pur-
chase the said stock at its actual value in cash, and if the price can be
agreed upon it shall be the duty of the said company to purchase and
take the same; and if the price cannot be agreed upon, or the said com-
pany shall fail to take and pay for the same at the agreed price, then
such stockholder may apply by petition to the circuit court of the city
of Petersburg to appoint three disinterested persons to fix the value of
said stock, whose award or that of a majority of them shall be final and
conclusive when confirmed by the court; and it shall be the duty of the
said company to take and pay for the said shares of stock at the valua-
tion thereof as fixed by such appraisers upon its being transferred and
delivered to it; and upon its failure to take and pay for the same within
thirty days from the confirmation of said award, then the amount of said
award shall be a judgment against the said company and collected as
other judgments of said court are by law recoverable: provided, however,
that said company shall not be required to pay the said judgment except
upon the surrender and delivery to it of the certificates for the said
shares, properly transferred.

8. That the said the Richmond and Petersburg railroad company shall
not complete the consolidation hereby authorized unless it shall release
its exemption from taxation, so far as said exemption relates to taxation
of its property for state purposes, by deed duly executed and delivered tu
the secretary of the commonwealth, who shall, at the cost of said com-
pany, cause the same to be recorded in the clerk’s office of the chancery
court of the city of Richmond, and thereupon the property of the said
company shall be taxable for state purposes as the property of other
railroad companies. But neither this act nor the consolidation hereunder,
nor the deed to be executed by the said the Richmond and Petersburg
railroad company under this section, shall be construed as a release of the
exemption of the property of said the Richmond and Petersburg rail-
road company from county, city or municipal, or other taxation than for
state purposes in or by any county, city or town in or through which the

said the Richmond and Petersburg railroad company’s property is now
located, or as the release of any other right, franchise, privilege or
exemption conferred upon it by its charter, but shall be construed as
meaning that all the property of the said company after such cansolida-
tion shall be subject to taxation by the state as other railroad companies
for state purposes only. Seventy per centum only of the personal prop-
erty of said consolidated company (that being the proportion of the
Petersburg railroad company) shall be subject to county or municipal
taxation as the law provides, and all the real estate now owned or which
mnmay be hereafter acquired on and along the present line of the Peters-
burg railroad company shall be subject to municipal and county taxation
as the law provides; but no real estate owned by said road which is not
a part of its roadbed, right of way or used for railroad purposes shall be
excmpted from county, municipal or local taxes.

9. That the legal principal oflice of the said the Richmond and Peters-
burg railroad company after such consolidation shall be in the city of
Petersburg.

10. That the said company shall have the right at any time to change
its name to the Atlantic Coast Line railroad company of Virginia by a
majority vote in any annual or general meeting of its stockholders,

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