Chap. 915.—An ACT to incorporate the Wise terminal company.

Approved March 7, 1900.

1. Be it enacted by the general assembly of Virginia, That R. A.
Ayers, R. T. Irvine, Barton Myers, James W. Gerow, and David Lowen-
berg, their associates, successors and assigns, be, and they are hereby
incorporated and made a body politic and corporate, under the name
and style of the Wise terminal company, and by that.name shall be
known in law, and as such are authorized to locate, construct, equip,
and operate a railroad or railroads connecting with the Louisville and
Nashville railroad or the Norfolk and western railway in Wise county,
or the Virginia and southwestern railway in Wise or Lee county, and
extending within said county or counties, or the county of Dickenson,
from such point or points of connection at no place a greater distance
than fifty miles, and may connect tracks of any or all of the aforesaid
railroads in said counties with the tracks of any other railroad that
may now or hereafter be located or constructed in said counties, and
give terminal facilities to any such railroad or railroads, and to do
such general terminal business within said counties as may be deemed
most practicable by the directors of said company, and to that end the
said company may construct and maintain all such side-tracks, switches,
depots or station houses, and contract for the use thereof as may be
necessary to provide such terminal facilities for the interchange of
traffic between such lines of railroad, and may use its own line or lines
of road for the purpose of developing the mining and shipping of iron
ore, coal and other minerals, and manufacture and shipping of coke,
lumber and other substances tributary to its proposed line or lines
of road.

2. The said company shall have perpetual succession, and shall have
power to sue and be sued, plead and be impleaded, defend and be de-
fended in all courts, whether in 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 corpo-
ration or bodv politic in the law and necessary for the purposes of this
act, and shall have and exercise all the general powers and functions
granted bv, and be subject to all the restrictions imposed by, the laws
of the state applicable to common carriers and internal improvement
companies, except so far as the same may be changed or modified by
this act.

3. The capital stock of said company shall not be less than ten
thousand dollars, and may, from time to time, be increased to anv
amount not exceeding one hundred thousand dollars by the issue anc
sale of shares of preferred or common stock, or both, upon such terms
and conditions and under such regulations and at such price as_ the
stockholders or board of directors of said company shall prescribe, but
the par value of every share of stock shall be one hundred dollars
and the directors mav receive cash, labor, material, bonds, stock, rea
or personal property in payment of subscriptions to the capital stock a:
such valuation and at such prices as may be agreed upon between th
directors and the sulscribers, and may make such subscriptions pavabl.
in such manner or amounts and at such times as may be agreed upot
with the subscribers; and whenever one hundred shares shall have bee
subscribed to and the sum of one thousand dollars paid in cash, th
subscribers, under the direction of a majority of the corporators here
inbefore named, who themselves shall be subscribers, may, withou
advertising the time and place for receiving subscription to the stoc
thereof, organize the said company by electing a board of directors, and
providing for the election or appointment of such other officers as
may be necessary for the control and manavement of the business and
affairs of said company; and thereupon they shall have and exercise
all the powers and functions of a corporation under their charter and
the laws of this state.

4. It shall be lawful for said company to borrow money and issue and
sell its bonds from time to time for such sums and on such terms as its
board of directors may deem expedient and proper for any of the pur-
poses of the company, and may secure the payment of said bonds by
mortgages or deeds of trust upon all or any portion of its property, real
or personal and mixed, its contracts and privileges and its chartered
rights and franchises, including its franchise to be a corporation, and
it may, as the business of the company shall require, sell, lease, convey,
and encumber the same; and it shall be lawful for said company to suly-
scribe to and hold the stock and bonds of mining, manufacturing, or
other corporations; and such other corporations may subscribe to, guar-
antee, and hold the stock and bonds of the said company.

5. The said company is authorized and empowered to locate, con-
struct, equip, and operate any lateral or branch roads or tramways,
not to exceed five miles in length, which a majority of its stockholders
may determine to construct, maintain, equip, and operate, and by such
route as may he determined bv its board of directors; and the said com-
pany may connect or unite its said railroad or railroads with that of
anv other company or companies, or consolidate or merge its stock,
property, and franchises with and into those of anv other company or
companies of this or any other state operating, or authorized to operate,
a connecting line of railroad, not a competing line, upon such terms
and under such name as may be agreed upon between the companies
so uniting or connecting, merging or consolidating, or may acquire the
said property and franchises of such other company or companies by
lease or sale; and for that purpose power is hereby given to it, and
to such company or companies, to make and carry out such contracts
as will facilitate and consummate such connection, merger, or consoli-
dation, lease or sale: provided, that a copy of every such contract of
consolidation and merger shall be filed in the office of the board of public
works.

6. The said company may acquire by condemnation, according to the
laws of Virginia, the lands required for the right of wav of its railroad
or railroads, and the necessarv stations and depots for its operation.

7. The said company shall be required to commence the construction
of the main line or lines of its said railroad or railroads within two
vears from the passage of this act, and to complete the same within
five vears thereafter.

8. Each stockholder in the said company shall, at all mectings and
elections, be entitled to one vote for each share of stock registered in
his name: and the stockholders of said company may enact such by-
laws, rules, and regulations for the management of said company as
they may deem proper and expedient.

9. The board of directors shall be stockholders of said company,
and shal] consist of such number as the stockholders may determine
upon, and shall be elected at the stockholders’ annual meeting, to be
held on such days as the by-laws of the 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 successors are elected and accept the
duties of the office; and they shall appoint one of their number presi-
dent; and in case of the death, resignation, or incapacity of any mem-
ber of the board of directors during his term of office, the said board
shall elect his successor for the unexpired term.

10. No stockholder in the 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 to the said corporation
upon his stock.

11. The board of directors may establish offices and agencies at such
places as they may deem proper, but the principal office of the company
shall be located in the state of Virginia.

12. Whenever the corporation shall exercise any of the privileges
conferred by this act, it shall be liable to the same taxes as may be
imposed by law upon other like corporations or persons exercising
like privileges; and all taxes due the commonwealth by said company
shall be paid in lawful money of the United States, and not in coupons.

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