Chap. 404.—An ACT to authorize the consolidation of the Port Norfolk elec-
tric railway company, the Portsmouth and Smithfield railroad company,
and the Portsmouth, Pig’s Point and Newport News railway, ferry and hotel
company into a corporation to be known as the Norfolk, Portsmouth and
Newport News railway company, and to define its powers.

Approved February 20, 1900.

Whereas the Port Norfolk electric railway company, a corporation duly
organized under the terms of an act of the general assembly of Virginia,
approved December the twenty-second, eighteen hundred and ninety-one,
entitled an act to incorporate the Port Norfolk electric railway company,
and other acts amendatory of said act, particularly that approved February
the twenty-fourth, eighteen hundred and ninety-six, entitled an act to
authorize the Port Norfolk electric railway company to extend its tracks;
and the Portsmouth and Smithfield railroad company, also a corporation
duly organized under an act of the general assembly of Virginia, approved
March the third, eighteen hundred and ninety-eight, entitled an act to
incorporate the Portsmouth and Smithfield railroad company, and the
Portsmouth, Pig’s Point and Newport News railway, ferry, and hotel
company, also a corporation duly organized under an act of the general
assembly of Virginia, approved February the twenty-sixth, eighteen hun-
dred and ninety-six, entitled an act to incorporate the Portsmouth, Pig’s
Point and Newport News railway, ferry, and hotel company, contemplate
entering into an agreement to effect a consolidation with each other,
under the name of the Norfolk, Portsmouth and Newport News railway
company, upon the terms of an agreement in writing to be executed by
said three constituent companies; and

Whereas legislative authority is desired to enable and perfect said con-
solidation; therefore,

1. Be it enacted by the general assembly of Virginia, That the Port
Norfolk electric railway company, the Portsmouth and Smithfield rail-
road company, and the Portsmouth, Pig’s Point and Newport News
railway, ferry, and hotel company, corporations lawfully organized and
existing under the acts of the general assembly of Virginia hereinbefore
mentioned, are, under their several existing organizations, empowered
and authorized to enter into and execute an agreement in writing for
their consolidation into one company under the name of the Norfolk,
Portsmouth and Newport News railway company, by means of the
execution of an agreement in writing by said three constituent companies,
providing for said consolidation with the terms thereof, and when an
avreement in writing for said consolidation shall have been so executed
by said three companies, the said three companies shall at once become
and be one body corporate and politic, under the said name of the Norfolk,
Portsmouth and Newport News railway company; and the said Norfolk,
Portsmouth and Newport News railway company, when so consolidated,
shall have perpetual suecession, and have power to sue and be sued,
plead and be impleaded, defend, and be defended in all courts, either
at law or in equity, and may make and have a common seal, and alter
and renew the same at pleasure, and shall have, possess, and enjoy all
the rights and privileges of a corporation or body politic in the law, and
necessary for the purposes for which it is formed. And the said Norfolk,
Portsmouth and Newport News railway company, so consolidated, shall be
subject to all the debts of each of said consolidating companies, and shall
have and possess, in addition to the powers conferred by this act, all
rights, powers, franchises, and privileges, all of which are hereby vali-
dated and confirmed, heretofore conferred upon each of said consoli-
dating companies by their respective charters, and the several acts of
assembly concerning said companies, respectively, and the rights, privi-
leges, franchises, and property of each of said consolidating companies
shall be and become the richts, privileges, franchises, and “property of
the said Norfolk, Portsmouth and New port News railway company, and
may be exercised and employed at any time or times hereafter, and at anv
of its termiml, and in the conduct of its business, and in the construction,
equipment, maintenance, and operation of the whole or any part of its
lines, extensions, and branches. And a copy of the said agreement for
consolidation shall be spread upon the minutes of said consolidated
company, and shall be open to the inspection of the stockholders and
creditors of said consolidated and constituent companies, and the original
and executed agreement shall remain in the custody of the treasurer of
said consolidated company.

2. The said Norfolk, Portsmouth and Newport News railway company,
when so consolidated, shall, among its other powers, have the right to
Inaintain and operate the road heretofore constructed and used by the
Port Norfolk electrie railway company from all points in and through
the city of Portsmouth to and through Port Norfolk and Pinner’s Point,
and all the railroads, Jands, and other property used, held, and enjoved
in connection therewith by the said Port Norfolk electrie railway com-
pany, and from time to time to construct, equip, maintain, and operate
the main and any and all branches and lateral roads which either of
said consolidating companies have or might have constructed under
either or all of their charters, or such as may be permitted under the
general laws of this commonw ‘ealth, and to acquire any property which
may be useful as a connection.

3. The said Norfolk, Portsmouth and Newport News railway com-
pany, instead of constructing a railroad from the city of Portsmouth
through the counties of Norfolk, Nansemond, and Isle of Wight to the
town of Smithfield, as authorized in the fifth section of the said act
incorporating the Portsmouth and Smithfield railway company, may, at

S gle
its option, whenever a majority of its stockholders shall so determine,
and with such gauge and by such route as they may determine, extend
the said railroad now operated between Portsmouth, Port Norfolk, and
Pinner’s Point by the Port Norfolk electric railway company from any
point thereon, or construct from some other point in the city of Ports-
mouth to the town of Smithfield or to any point in the said counties of
Norfolk, Nansemond, or Isle of Wight, and may construct, equip, main-
tain, and operate the said extension and branches thereof with all the
rights and powers in the said act applicable to the railroad therein author-
ized and with all the powers in this act conferred upon said consolidated
company.

4. The said Norfolk, Portsmouth and Newport News railway com-
pany, instead of constructing a railroad from a point in the city of Ports-
mouth in a northwesterly direction through the county of Norfolk to
Pig’s Point, as authorized in the first section of the said act incorporat-
ing the Portsmouth, Pig’s Point and Newport News railway, ferry, and
hotel company, may, at its option, whenever a majority of its stock-
holders shall so determine, and by such route, with such gauge and num-
ber of tracks as they may determine, extend the railroad now operated
between Portsmouth, Port Norfolk, and Pinner’s Point by the Port
Norfolk electric railway company, from any point thereon or construct
from any point in the city of Portsmouth to Pig’s Point, and may con-
struct, equip, operate, and maintain the same and branches thereof with
all the powers referred to in said acts applicable to the railroad therein
authorized, and all the powers conferred upon said consolidated corpora-
tion in this act.

. 5. The capital stock of the said consolidated company shall be five
hundred and fifty thousand dollars ($550,000), divided into shares of
the par value of one hundred dollars each. The board of directors shall
dispose of so much of said stock as may be necessary, by issuing the
same for the purpose of acquiring stock of said three constituent com-
panies, as may be provided in the agreement of consolidation, and when
said last mentioned stock is thus acquired, the same shall be cancelled.
The stockholders of said consolidated company may dispose of all the
residue of the stock of the consolidated company at such prices and upon
such terms and under such regulations as they may determine, and the
stockholders may issue the same in payment for or receive in payment
therefor cash, labor, material, bonds, stocks, real or leasehold estate,
rights of way, or any personal property, at such valuation as may be
agreed on between the subscriber or purchaser and said stockholders, and
said payments may be made in such manner and amounts and at such
times as the stockholders may prescribe, and when stock shall be issued
for bonds, stocks, real or leasehold estate, rights of way, or any personal
property at a valuation as aforesaid, or in exchange for stock of said
constituent companies, the holders thereof shall not be hable for further
calls thereon.

6. It shall be lawful for said consolidated company to borrow money
and issue and sell its bonds from time to time, to such amount and on
such terms as its stockholders may deem expedient and proper. It mav
secure the payment of such bonds by mortgages or deeds of trust upon
all or any portion of its property, real, personal, or mixed, its contracts
and franchises, and its chartered rights, net revenues, and privileges,
including its franchises to be a corporation, also upon all property which
the said consolidated company may hereafter acquire, and it may, as the
stockholders may determine, scll, lease, convey, and encumber the same,
and it may use so many of the bonds of the said consolidated company
as may be necessary for the purpose, under the direction and control of
the directors of said consolidated company in redeeming and taking up
the outstanding bonds and obligations of the said consolidated company,
which may be hereafter issued or incurred, and the outstanding bonds
and coupons of the Port Norfolk electric railway company, on such terms
and conditions as the said board of directors may be able from time to
time to make with the holders of said bonds and obligations, and for
purchase of property, real, personal, or mixed, and for construction, re-
pairs, and for any other lawful purposes of the corporation.

?. The consolidated company may acquire by purchase, gift, lease, or
by condemnation, according to the laws of Virginia, the lands required
for the right of way of its ‘Tailroad and chartered objects and necessary
stations and depots for its operations.

8. Each stockholder in the consolidated company shall, at all meet-
ings or elections be entitled to one vote for each share of stock registered
in his name, and the stockholders of said consolidated company may
enact such by-laws, rules, and regulations for the management of the
affairs of said consolidated company as they may deem proper and ex-
pedient, not inconsistent with the general law of this state.

9. The board of directors shall be stockholders of the said consolidated
company, and shall consist of not less than five nor more than nine in
number, one of whom shall be president, and all or any of them may be
residents of the state of Vi irginia, or of any other of the United States.
The president and directors ‘shall be elected by the stockholders at the
annual meeting to be held on such date as the by-laws of the said consoli-
dated company may direct, and shall continue in office for the term of
one year from and after the date of their election, and until their succes-
sors are elected and accept the duties of their office; and in case of the
death, resignation, or incapacity of the president, or of any member of
the board of directors during their term of office, the said board shall
elect their successors for the unexpired term. Until a president and
directors of the said consolidated company shall have been elected by
the stockholders, H. L. Maynard, T. J. Wool, A. J. Phillips, John L.
Watson, R. Lancaster Williams, Gustavus Ober, William Cabell Bruce.
and Thomas W. Shelton, shall be the board of directors of said consoli-
dated company, and H. Ll. Maynard the president, and Gustavus Ober
the vice-president, A. J. Phillips the secretary, and John L. Watson the
treasurer thereof. And the said president and directors shall manage
the affairs of said consolidated company until their successors are chosen
by the stockholders. At any general meeting, or at any special meeting,
which latter mecting shall have been called for the purpose, any director
or directors or other officer or officers may be removed by a vote of a
majority of all the issued capital stock of the corporation, and other per-
sons may in like manner be elected to fill the vacancies thus created
in their offices.

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