Chap. 19.—An ACT authorizing the Richmond, Petersburg and Carolina
railroad company, as successor of the Virginia and Carolina railroad com-
pany, to exercise the franchises, powers, and privileges of the Virginia and
Carolina railroad company, to change its name, and to possess and exercise
general powers, and authorize leases, purchases, sales, or consolidations
between it and other railroad or transportation companies.

Approved January 12, 1900.

Whereas the purchasers of the property and franchises of the Virginia
and Carolina railroad company, a corporation incorporated by the general
assembly of Virginia at its session of eighteen hundred and eighty-one
and eighteen hundred and eighty-two (which act is published in the
volume of the acts of the general assembly of Virginia passed at its
session of eighteen hundred and eighty-three and eighteen hundred and
eighty-four, page 752, et seq.), became constituted as a corporation of the
state of Virginia under the corporate title of the Richmond, Petersburg
and Carolina railroad company, which said last mentioned company
is engaged in the construction of its railroad in the state of Virginia:
now, therefore,

1. Be it enacted by the general assembly of Virginia, That the said
Richmond, Petersburg and Carolina railroad company be, and the same
is hereby, declared to be the successor of the Virginia and Carolina
railroad company, and entitled unto all the rights, franchises, and powers
which were vested in the last named company, and is entitled to have,
possess, and be invested with all the estate, right, title, and interest in
and to the railroad and other property, with their appurtenances, and all
the franchises, rights and privileges had and possessed by the said Vir-
ginia and Carolina 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 pre-
scribed by said sections of said code: provided, however, that the said
Richmond, Petersburg and Carolina railroad company shall not be limited
as to the amount or classification of its stocks or bonds, except that the
total amount of stock issued shall not exceed one hundred million dollars,
and shall have no immunity from any lawful state, county or municipal
taxation by reason of its former charter or any law heretofore passed
exempting it from taxation. But this act is passed upon the express
condition that the said Richmond, Petersburg and Carolina railroad
company and its successor or successors formed under the terms of this
act, or any company with which it may be consolidated, shall be bound
by the provisions of a certain agreement between the city of Petersburg
and Dewith Smith, dated June tenth, eighteen hundred and ninety-
seven, relating to said railroad company.

2. In addition to its other powers, the said Richmond, Petersburg and
Carolina railroad company 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 in amount of its stockholders given
at any annual meeting or a mecting specially called for that purpose or
a meeting at which all the shares of the capital stock are represented in
person or by proxy, 1t may from time to time lease, use, operate, con-
solidate with, or purchase or otherwise acquire, or be leased, used, operated
by or consolidated with the Seaboard and Roanoke railroad company and
any railroad or transportation company now or hereafter incorporated
by the laws of the United States or any of the states thereof, whether
such company be formed by the consolidation of other companies or not;
and from time to time it may consolidate its capital stock, property and
franchises, by change of name or otherwise, with the capital stock, prop-
erty and franchises of any other such railroad or transportation company
upon such terms as may be agreed upon by the respective companies,
power being hereby granted to any railroad or transportation company
or companies now or hereafter incorporated 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 mecting specially called for such purposes or at which all the shares of
the capital stock are represented in person or by proxy, to make and
carry out such contracts of consolidation, or lease, sale, or other method
of acquisition or disposition; such articles of consolidation shall state the
terms and conditions which may be agreed upon by the stockholders of
such companies uniting therein. Such consolidated corporation shall be
vested with all the rights, privileges and franchises of the constituent
companies, and it or its successor shall have the right from time to time
to consolidate with other railroad or transportation companies mentioned
in this act, which railroad and transportation companies are authorized
to consolidate therewith in the manner provided for herein: 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, a certified
copy whereof shall be evidence of such consolidation, and that any cor-
poration with which the said Richmond, Petersburg and Carolina rail-
road company may be consolidated, or which it may lease, shall be and
remain subject to the jurisdiction of the courts of this state, and the
lines of railroad operated by it in the state of Virginia shall be subject
to the general laws of the state: and provided further, that any stock-
holder who dissents from anv 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
said consolidated 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
evidence of debt and shares of the capital stock of any railroad company
or companies formed under the laws of this or anv other state. or of
the United States; and from time to time may endorse, guarantee or
assume the bonds, evidences of indebtedness or capital stock of any such
railroad company.

(c) It mav from time to time acquire or guarantee the stocks and bonds,
or either, of anv inland, coast or transportation company or companies;
and it may develop or aid in the development of its business by acquiring
or guaranteeing the stocks and honds, or either, of hotel, lighterage,
wharf, warehouse, dry-dock, elevating, and other companies whose enter-
prises facilitate transportation, or are necessary or convenien! in connec-
tion therewith. or as a part thereof.

3. Said Richmond, Petersburg and Carolina railroad company, or its
snecessor formed under the terms of this act, may increase from time to
time its capital stock and issue the same of one or more classes or kinds,
and in one or more series or grades, with such preferences. conditions
and voting powers as shall be provided in the resolutions of the majority
in amount of the stockholders authorizing the issue of the same, and
mav sell or otherwise dispose of the same at such prices and on such
terms as may be approved by such majority of stockholders at anv meet-
ing, and may receive in payment thereof property, securities or shares
in any railroad or other corporation mentioned in this act, and anv stock
so issued and sold or disposed of shall he deemed fuliv paid and non-
assessible: and from time to time it mav increase or decrease the amount
of anv class or kind or grade of such stock with the approval of the
majoritv in amount of the stockholders given at a meeting of stockholders
called for that purpose, or at which all the shares of the capital stock are
represented in person or hy proxy, unless and except as otherwise
expressly provided in certificates representing stock previously issued.
Said company, or its successor, may from time to time borrow money in
such amounts as it may deem expedient, and issue bonds or other evi-
dences of indebtedness therefor, and may secure the same by mortgage
or deed of trust upon any or all of its property and franchises, and mav
issue and sell the same at such prices and upon such terms as the board
of directors may determine.

4. The business, property, and concerns of said corporation shall be
managed by a board of directors consisting of such number as the by-laws
mav from time to time prescribe, not less than five nor more than twenty-
five members. and they shall choose one of their number as president.
The stockholders may adopt by-laws for the government of the stock,
property, and concerns of the corporations, 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.

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

6. There shall he paid to the clerk of the court of the county or cor-
poration in which anv mortezage authorized by this act mav he first
presented for recordation the rate of taxation preseribed by law for the
recordation of mortgages upon the works and property of railroad com-
panies lying partly in this state and partly in another state. And upon
presentation of such mortgage to the clerk of the court of the county
or corporation in which it is proposed to record such mortgage and upon
the pavment 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 he recorded in any county
or city of Virginia in which property covered by such mortgage may be
located upon the payment of clerical fees.

%. All taxes and debts due or to become due the state of Virginia bv
the corporation shall be paid in lawful money of the United States, and
not in coupons.

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