Chap. 291.—An ACT to incorporate the Petersburg and Claremont termina
railroad and improvement company, and to define its powers.

Approved February 9, 1900.

1. Be it enacted by the general assembly of Virginia, That Georg
J. Seay, of Petersburg, Virginia; J. R. Hopper, C. A. Santmyer, H. J
Arrington, George H. Woods, John E. Farrell, Thomas A. Stewart, C
F. Dibbell, of Claremont, Virginia, and Mann Page, of Brandon, Vir
vinia, their successors, associates, and assigns, be, and they are herebv
constituted and made a body politic and corporate, under the name ani
stvle of the Petersburg and Claremont terminal railroad and improve
ment company, and by that name and style shall have all the rights
powers, and privileges conferred, and be subject to all the restriction
imposed upon joint stock companies and corporations generally by th
statutes of this state, except as hereinafter provided.

2. Said company is hereby authorized and empowered to locate, con
struct, equip, maintain, and operate a railroad with all necessary sid.ng
and branches, employing steam, electricity, or other motive power fron
some suitable point in or near the city of Petersburg, Virginia, to th.
channel bank of James river at or near the town of Claremont, in Surr
county, Virginia, by such route as it may deem most advantageous an
expedient, and shall have the right to cross any navigable stream on it
route: provided, it so builds its bridges, or has sufficient draws in them
as not to impede the navigation thereof by such vessels as ply thereon.

3. One of the objects of the said company being to improve and de
velop the country contiguous to its line or lines of railway, it shall hav
the right to acquire, by donation, purchase, or in any other legal man
ner, except by condemnation, and hold real estate in the city of Peters
burg, the town of Claremont, and the counties of Chesterfield, Din
widdie, Prince George, Surry, Charles Citv, and James City, not, how
ever, to exceed two thousand acres at any one time, for the purposes o
such improvement and development, and to build, equip, and operat
upon its said lands one or more hotels and any other buildings necessary
or convenient for carrying on its business or improving its property, and
to divide the same into lots, tracts, or otherwise, laving off such roads
and streets as it may deem proper; and shall further have the right to
erect and construct thereon at or near the town of Claremont, on James
river, wharves, piers, docks, drv-docks, basins, warehouses, sheds, cle-

vators, cotton-presses, or any other buildings and improvements suitable
for terminal or warehouse purposes, or for the accommodation of steam-
ships, vessels, boats, barges or other craft, and for the convenient load-
ing, unloading, shipping, receiving, and storing of all kinds of merchan-
dise, freight or other personal property for eafe- keeping, and may con-
duct the business usually transacted by warehousemen, wharfingers.
and lightermen, and may charge and collect compensation for the
storage, dockage, wharfage, and ‘lighterage, and for all labor incident
thereto at such rates and upon such terms as may be agreed upon he-
tween it and its customers, and according to law, and for any advances
made by it on merchandise or property stored or deposited with it for
shipment, and for all its charges and expenses incident thereto, the
said company shall have a lien on said merchandise and property, which
shall be paid before the said company shall be required to deliver the
same; and for the purposes aforesaid, the said company is hereby author-
ized and empowered to reclaim and improve the water front at or near
the town of Claremont, from low water mark to the channel bank of
James river, immediately in front of its terminal property, and all land
so reclaimed shall become the property of said company.

4. The said companv shall have the right to purchase, lease, charter.
hold, equip, furnish, and operate one or more steamboats or other ves-
sels for the purpose of establishing and maintaining a ferry between
its terminal wharves, at or near Claremont, and Tettington, James-
town, or any other point or points on the James river, or its tributaries.
for the transportation of passengers, teams, vehicles, freight, and all
other things and persons, for which transportation or conveyance said
company shall have the right to charge and collect by due process of law
tolls and fares, as may be done by any other like common carrier, or as

may be fixed by the board of directors of said company, if not contrary
to the statute law; and said company shall further have the right anil
power to own, lease, charter, and operate steamship lines run in con-
nection with the said railroad to and from its terminal wharves, and to
any point or points that it may determine upon, and to subscribe to and
own stock in any steamship line or lines that may be run in connection
therewith.

5. Said company is hereby also authorized and empowered to con-
struct or purchase, and hold and operate a street railway or railways at
or near its termini—to wit: The city of Petersburg and the town of
Claremont, or either, and in the counties, or either, mentioned in this
act, the motive power for which may be horses, electricity, steam, or any
other motive power: provided, that steam shall not be used as the motive
power for running a street railway, in the streets of any city or town.
The said railway or railways may be used for the transportation of pas-
sengers or freight, or both, and said company may charge and collect
tolls and fares for such transportation as may be done by any other like
common carrier, or as may be fixed by the board of directors and ac-
cording to law. And said company is further authorized and empowered
to construct, purchase, own, hold, and operate one or more electric
plants in or near said city of Petersburg or town of Claremont, or at
any point or points between said city or town, and near to said line of
railway between said city and town, or in the counties mentioned in
this act, which electric plants may be operated by water, steam, or other
power, and to use said electric power for the purpose of operating its
said railway or railways, and to sell, lease, or otherwise dispose of and
distribute the electricity so manufactured for the purposes of lighting,
heating, manufacturing, motive power, or for any other purpose for
which electricity is, or may hereafter be, used, and for the purpose of
operating said electric plant or plants, it shall be lawful for said com-
pany to apply to the courts, according to law, of the counties of Din-
widdie and Chesterfield, or either, for authority to erect a dam or dams
across the Appomattox river at a point or points on said river east of
the dam of the Upper Appomattox company, next west of the city of
Petersburg, and the proceedings on said application shall be according
to the statute law applicable thereto. And the said street railway or
railways, the poles, wires, and other parts of said plants necessary to the
running of the cars upon said railways and conveying and distributing
said electricity may be laid and placed in and on the streets of said
city of Petersburg or town of Claremont and the public roads of the
counties aforesaid, with the consent of the councils of said city and
town, respectively, and of the county courts of said counties, respec-
tively.

6. Said company may acquire, by purchase or condemnation, accord-
ing to the laws of the state of Virginia, the lands necessary, proper,
and required for the right of way of its railway or railways, and for the
necessary abutments, stations, depots, power plants, yards, wharves, and
terminal facilities for its operation hereby authorized, including the
right to condemn the use of land for erecting thereon poles and wires
for the purpose of conducting electricity from its plant or plants, where
said electricity is to be manufactured, to the line or lines of its said
railways, and to other points where electricity may be furnished.

7. In addition to its other powers, the said Petersburg and Claremont
terminal railroad and improvement 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 those owning or representing at least three-
fourths of its entire capital stock given at any annual meeting or a
meeting specially called for that purpose, or a meeting at which all the
shares of the capital stock are represented in person or by proxy, 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 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, by change of name or otherwise, con-
solidate with its capital stock, property, and franchises, and may con-
solidate its own capital stock, property, and franchises with the capital
stock, property, and franchises of any other railroad or transportation
company upon such terms as may be agreed upon by the respective
companics, 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 those owning or representing a majority in amount of the
capital stock of such company or companies, given at a meeting specially
called for the purpose, 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 dis-
position; such articles of consolidation shall state the terms and condi-
tions 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 eompanies, and
it or its successor shall have the richt from time to time to consolidate
with other railroad or transportation companies as provided for in this
act, which railroad and transportation companies are authorized to con-
solidate 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 seecretarv of the commonwealth of Virginia, a certified
copy whereof shall he evidence of such consolidation, and that any cor-
poration of this state, with which the said Petersburg and Claremont
terminal railroad and improvement company may be consolidated, or
which it mav 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 Jaws of the state: and pro-
vided further, that any stockholder who dissents from any such consoli-
dation may, within sixty davs thereafter, apply by petition to the circuit
court of the city of Petersburg to determine the value of his stock, and
shall he 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 or trans-
portation 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 or transportation company; and it shall he
Jawful for any such company to purchase, own, and hold, to endorse,
cuarantee, and assume, the stocks, bonds, and evidences of debt of the
company hereby chartered.

(c) It may 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 bonds, or either, of hotel.
lighterage, wharf, warchouse, dry-dock, elevating, and other companies
whose enterprises facilitate transportation, or are necessary or conve-
nient in connection therewith, or as a part thereof.

8. The capital stock of said company shall not be less than one hun-
dred thousand dollars, divided into shares of one hundred dollars each,
and may from time to time be increased to any amount not exceedinz
ten million dollars, by issue and sale of shares, preferred or common
stock, or both, upon such terms and conditions and under such regu-
lations as may be approved by its stockholders in meeting assembled ;
the directors of said company may appoint agents to receive subscrip-
tions to its capital stock from individuals or other companies and cor-
porations, or, pursuant to the general laws of Virginia, from any county,
town, or city along the line of said railroad or any county adjoining
another county through which such line passes, and may receive any
property whatever adapted to its uses, including labor, materials, ser-
vices, money, lands, land or other damages, stocks or bonds of other
incorporated companies in payment of such subscriptions, in whole
or in part, at such valuation as may be agreed upon between the
directors and such subscribers, and may make such subscriptions payable
in such manner and amounts and at such times as may be agreed upon
with the subscribers. No stockholder in said company shall be held
liable or made responsible for its debts and liabilities in a larger or
further sum than the amount of any unpaid balance due the said com-
pany on stock subscribed for by said stockholder.

9. 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 evidences of indebtedness therefor, and may secure the same by
mortgage or deed of trust upon any or all of its property and franchises,
and may issue and sell the same at such prices and upon such terms as
the board of directors may determine; and the said company shall have
the right to lease, sell, mortgage, or otherwise dispose of any or all
of its said property to as full extent as if it were a natural person ac-
cording to law.

10. The business, property, and concerns of said corporation shall
be managed by a board of directors consisting of such number as the
by-laws may 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 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.

11. The persons first named in this act, or such of them as shall
accept the provisions thereof, shall have the power and authority of a
president and board of directors for the purpose of organization of said
company, and for all other purposes, until their successors are elected.
as herein provided, and they shall, after the passage of this act, organize
bv electing from their number a president, treasurer, and such other
officer or officers as they may see fit, and may appoint such agents as
they may deem necessary, and may adopt such regulations as may be
needful for receiving subscriptions to the stock of the said company
and transacting its business. Upon the full subscription of the mini-
mum capital stock herein provided, and payment to the treasurer of saic
company of ten per centum thereof, the said company shall be deemed
fully organized for the transaction of business, and thereupon saic¢
directors, after having first given notice of such meeting by advertise-
ment for thirty days in some newspaper published in the city of Peters-
burg, or in the town of Claremont, shall call a meeting of the stock-
holders for the purpose of adopting by-laws and electing a board of
directors, which board of directors shall thereafter have the control and
management of the affairs of said company until their successors shall
have been duly elected by the stockholders.

12. The principal office of said company and of any company with
which it may consolidate or be consolidated, shall be located and remain
In said city of Petersburg.

13. The said company shall commence construction of its line or
lines of railway authorized by this act, between the city of Petersburg
and the town of Claremont, or between some points near to the said city
and town, within two vears after its passage, and complete the same
within five vears from the passage of this act.

14. It shall be lawful for the circuit court of the said city of Peters-
burg upon petition of the president and board of directors, under author-
itv of a resolution adopted at a mecting of stockholders by the affirm-
ative vote of those owning or representing at least a majority of its
capital stock, at any time to order a change in the name of the company.
but any such change of name shall he without prejudice to the rights of
any creditor, or to the exercise of any of the powers and privileges
granted by this act.

15. There shall be paid to the clerk of the county or corporation in
which anv deed of trust or mortgage authorized by this act may be first
presented for recordation the rate of taxation prescribed by law for
the recordation of deeds of trust or mortgages upon the works and
property of railroad companies lying partly in this state and partly
in another state. Whenever any such deed of trust or mortgage shall
have been admitted or presented for recordation in one or more counties
or corporations of this state in exemplification thereof, dulv certified
by the clerk of the county or corporation to be a true copy of the said
deed of trust or mortgage as the same has been admitted or presented
for record in his office, may, upon payment of clerical fees, be admitted
for record, and be recorded in any one or more counties or corporations
of this state, and such record or admission for record shall be as valid
and effectual for all purposes of vesting title, of evidence, and of notice,
as the record of the original deed of trust or instrument is now by law
held and declared to be, and a notation of the record and admission for
record of any exemplified copy may be noted by the clerk on the origi-
nal deed or instrument, as well as upon the exemplified copy.

16, All taxes due the commonwealth by said company shall be paid in
lawful money of the United States, and not in coupons.

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