Chap. 469.—An ACT to incorporate the South and Western Railway Company.

Approved April 2, 1902.

1. Be it enacted by the general assembly of Virginia, That William E.
Worth, Walker Taylor, R. P. Bruce, W. 8. Cox, and T. P. Trigg, and
such other persons as are or may become associated with them, and their
successors, be, and they are hereby, created a body corporate under the
name of South and Western Railway Company, with all their rights and
privileges conferred, and subject to the duties imposed by the general
laws of Virginia on railroad companies.

2. The said company may operate and maintain a railroad from any
point on the Tennessee State line, between Bristol and Clinch river, to
any point on the Kentucky State line, in the vicinity of the Breaks of
Sandy; and to enable it to do so, it is authorized to construct new road,
acquire, by contract with any other railroad company, the right to use
its tracks, or any portion thereof, or it may lease or purchase any other
railroad or part thereof, whether wholly or partially constructed, and it
may also build branch lines as provided by law.

3. It may purchase, lease, or contract for the use of the franchises,
stocks, bonds, road-bed, right of way, equipment, and all of the rights
and properties, real, personal, or mixed, or any part of either, of any
other railroad company in or out of this State with which it may con-
nect, or which can be used as a feeder to it, or as contributing to its
through transportation; or it may, by order of its board of directors,
consolidate or merge with any such company, or sell or lease its rights,
franchises, and property, or any part thereof, to any such company.

Any other railroad company desiring to enter into any contract with
the South and Western Railway Company which it is authorized to make
is hereby given authority so to do. But, notwithstanding any such con-
tract as is authorized by this.act, the South and Western Railway Com-
pany, and any company it may be consolidated or merged with or into,
shall be a Virginia corporation for the purpose of suing and being sued,
and shall be subject to the laws of Virginia.

4. A counterpart of any contract authorized by cither of the two pre-
ceeding sections, acknowledged and certified as deeds are required to be
acknowledged and certified for record, may be filed with the secretary of
the Commonwealth of Virginia, and a copy thereof certified by him, un-
der the lesser seal of the Commonwealth, shall be evidence in all courts
without any proof of handwriting.

5. It may borrow money for the construction, equipment, and opera-
tion of its road and property, and for any purpose contemplated by this
act, and may issue coupon bonds and other evidences of its indebtedness
therefor for any amount so borrowed, and may convey any part or all of
its property, rights, privileges, and franchises, by deed of trust or mort-
gage, to secure the payment of same for such length of time and on such
terms as it may deem expedient, and said company, from time to time,
may issue and ‘sell its bonds and its capital stock at such prices and on
such terms as shall be authorized by a majority of the stoc kholders, and
a majority of the board of directors of said company, and may reeeive in
payment therefor money, property, securitics, or shares in any corpora-
tion, and any stock so issued shall be deemed fully paid and free from
liability. Said company shall have the power to issue its stock of one or
more classes or kinds, and In one or more series or grades, with such
preference, conditions, and voting power as shall be provided by its stock-
holders in its by-laws.

6. The capital stock of the said company shall be not less than fifty
thousand dollars nor more than one hundred thousand dollars: provided,
however, it shall be lawful for the cireuit court of the city of Richmond,
or of any county through which said road may run, upon the petition of
the said hoard of directors of the said company, from time to time, to

order an increase of the said capital stock upon the payment of the
proper charter fee tax for such inerease of stock into the State treasury,
but the amount of said stock shall not be so increased by order of court
as to exceed ten million dollars in all. And, upon the petition of the
board of directors, the name of the said company may be changed by
order of the said circuit court of Richmond to such name as they may
designate and the said court approve, but the same shall be without preju-
dice to the rights, powers, and franchises of the company or to the rights
of any person interested therein. ,

7. The corporators named, or any three of them, may open books of
subscription to the capital stock of the company in the city of Bristol,
Virginia, at any time, and as soon as the minimum capital stock shall
have been subseribed for, they shall call a mecting of the subscribers, by
written or printed notice mailed five days before the meeting to such
subscribers at their usual addresses, or by notice given in person a sufhi-
cient time for the subscriber to attend the meeting. At such meeting, or
at an adjourned mecting, the company shall be organized by the election
of a board of not less than five directors, one of whom shall be chosen
by the board as president, and the number of the directors may be fixed,
from time to time, by the stockholders. The board of directors may do
all other acts necessary to complete the organization of the company, and
to carry into effeet all the objects of this charter.

8. The said company shall, in two years from the passage of this act,
have thirty miles of railroad in operation in Virginia, or the rights
hereby gr anted shall cease.

9. All taxes which may be assessed upon the said company shall be
paid in legal tender money.

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