Chap. 458.—An ACT to incorporate the Virginia northern development and
railway company.

Approved February 20, 1900.

1. Be it enacted by the general assembly of Virginia, That David W.
Flickwir, of the city of Roanoke, Samuel J. Richey, of the town of
Luray, James H. Ferguson, of the town of Goshen, and all of the state
of Virginia, and William E. Scarritt, F. M. Jeffrey, and Edward K. Sum-
erwell, all of the city of East Orange, state of New Jersey, and Glen
Wright, of the city and state of New York, and such persons as may be
associated with them and their successors, are hereby created and consti-
tuted a body politic and corporate, by the name and style of the Virginia

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northern development and railway company, and by such name shall
have perpetual succession, may contract and be contracted with, sue and
be sued, make and use a common seal, and alter the same at pleasure,
and make and maintain such by-laws, rules and regulations for the gov-
ernment of said corporation and the conduct of its business, as may be
deemed necessary, not to contlict with the laws or constitution of this
stare or of the United States.

The capital stock of said company shall not be less than three thou-
cand dollars, to be divided into shares of one hundred dollars each, and
the same may from time to time be increased by additional subscriptions,
or the issue and sale of shares to such amount not exceeding fifty thou-
sand dollars, as the stockholders of any general or special meeting may
authorize or prescribe, The said company may receive subscriptions vo
its capital stock or payment for its shares so issued, in money, land,
or other property upon such terms as may be agreed or ‘authorized by the
board of directors, and said company may give a preference to a portion
of its capital stock over the residue thereof as to dividends and the pay-
ment thereof.

3. ‘The incorporators hereinabove named, or any three of them, may
receive subscriptions to the capital stock of said company, and when the
minimum capital of three thousand dollars shall have been subscribed,
the other subscribers may organize said company by the election of five
directors, of whom they shall elect one as president to remain in office
one year, and until their successors are elected, unless sooner removed
by the stockholders. After organization as aforesaid, the stockholders
at any gencral meeting may change the number of directors, and may
provide for the proper government of the corporation by such by-laws
as they may deem fit and proper, as hereinabove authorized. The board
of directors may appoint or authorize to be appointed such subordinate
agents and ollicers of the company as they may deem necessary and
proper for the proper dispatch of the business of the company.

The company is hereby authorized to carry on the business of de-
veloping, producing, and dealing in iron, coal, and other ores, metals and
minerals, sait, oil, natural gas, marble, lumber, and other natural ma-
terials, and of mining, w orking, and quarrying, smelting, manufacturing,
transporting, and vending the same, and may conduct such business at
one or more points in the state of Vi irginia, or any adjoining state, in
which the compay may deem it proper to acquire property or establish
works for that purpose, and for these purposes the said company shall
have authority to buy, hold, sell, lease, or otherwise dispose of any real
or personal estate deemed necessary to the proper prosecution of its
business, and may on any property so acquired, erect and maintain
buildings, machinery, and structures needful for smelting, manufactur-
ing, and treating ores, metals, and minerals of whatever kinds, or for
the production of manufactured products from wood, stone, wool, cotton,
hemp, or other materials, and may operate, lease, sell, or otherwise dis-
pose of same; and may on its own lands contiguous or adjacent to any
such manufactory or works erected or to be erected, survey and lay out
lots, squares and other divisions of such lands and improve the same
by buildings or otherwise, for sale, lease, or other disposition or use, and
may establish such lawful rules and regulations in the use thereof as
the board of said company may deem best to secure the comfort and wel-
fare of the occupants and others engaged or interested in any manu-
factory or works there established; and the said company may, in con-
nection with the use and improvement of any properties belonging to it
or to any other person thereon or corporation, make, build, and operate
any canals or waterways, tramways, or railways operated by horse, steam,
electric, or other motive power, beginning at some point on the Norfolk
and western railway in Page county and running by the most feasible
route to a point in Rockingham county at or near the mines of said
company, any such railway not to exceed in length fifty miles: provided,
the consent of the board of supervisors of the counties and common
council of the cities through which it passes be first obtained, and for
this purpose, when necessary, may acquire by contract or condemnation
such lands or other property or rights of way as may be necessary there-
for, proceedings for such condemnation to be in accordance with chap-
ters forty-six and forty-seven of the code of Virginia, and the laws
amendatory thereof: provided, that in case of the construction of any
railway to be operated by steam power, and the condemnation of land
therefor, as above provided, the said company in that event as to such
railway, shall be subject to all the duties, obligations, and restrictions
of common carriers as prescribed by law.

5. It shall be lawful for said company to sell its bonds from time to
time for such sums and on such terms as its board of directors may deem
expedient and proper in the prosecution of any of its works or business,
and may secure the payment of the principal and interest thereof by
mortgages or deeds of trust upon all or any portion of its property, rights,
franchises, including its franchise to be a corporation; and it shall be
lawful for said company to subscribe to and hold shares in the capital
stock of any railroad company or other corporation whenever the board
of directors shall deem it to be to its interest to do so. Each stockholder
in said company shall be entitled to one vote for each share held by him,
and no stockholder shall be held individually liable for the debts and
liabilities of the company in a larger or further sum than to such amount
as may be due and unpaid severally upon his stock subscription. There
shall be no limit, except as the by-laws of the company may prescribe,
upon the number of shares of stock which any stockholder may hold,
and four-fifths of the capital stock of the company may become the
property of less than five persons, and the majority of the stock may,
for more than six months, be the property of one person.

6. The acceptance of this charter and organization thereunder shall
be deemed to be a waiver by said company of any right to pay taxes or
dues or assessments hereafter made from said company to the state
of Virginia, in coupons of this state, and shall be taken as an agrec-
ment on the part of said company to pay all of said taxes, dues, and
assessments in lawful money of the United States.

?. The principal office of said company shall be at the city of Shenan-
doah, in the state of Virginia, at which the annual meetings of the stock-
holders shall be held, but the board of directors may hold its meetings
at any point in or out of the state of Virginia as may be prescribed
by the by-laws of said company.

8. Work under this charter, so far as the construction of any railroad
is concerned, shall be hegun in three years from the passage of this act
and completed within five years thereafter.
9. This act shall be in force from its passage.