Chap. 623.—An ACT to autherize the consolidation of the Jamestown, Williams-
burg and Yorktown Railroad Company and the Yorktown, Poquoson and Hamp-
ton Railway Company into a corporation to be known as the Jamestown and
Old Point Railway Company, and to detine its powers.

Approved April 2, 1902.

1. Be it enacted by the general assembly of Virginia, That the James-
town, Williamsburg and Yorktown Railroad Company, a corporation duly
and lawfully organized and existing under an act of the general assembly
of Virginia, approved Tebruary fifteenth, in the year nineteen hundred,
and the Yorktown, Poquoson and Hampton Railway Company, a corpora-
tion duly and lawfully organized and existing under an act of the general
assembly of Virginia, approved February tw onty- -fourth, in the year nine-
teen hundred, are, under their several existing organizations, which are
hereby validated and confirmed, empowered and authorized to consolidate
and merge their several rights, franchises, roads, and properties, and to
form one body politic and corporate under the name of the Jamestown.
Yorktown and Old Point Railway Company in the manner and under
the terms hereinafter prescribed, and upon such further terms as the said
companies may by their respective stockholders agree upon. The said
consolidation of said companies and the organization of such consolidated
company under the name of Jamestown, Yorktown and Old Point Rail-
way Company shall be deemed final and complete under the terms of this
act so soon as an agreement in writing for such consolidation shall have
been executed by s said companies, under authority of their respective
stockholders, fixing the terms and conditions cf said consolidation and
organization. A copy of 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 Jamestown, Yorktown and Old Point Railway Company.
when so consolidated as aforesaid, shall have perpetual succession, and
have power to sue and to be sued, plead and be impleaded, defend and be
defended in all courts, either at law or in equity, and to 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 purpose for which it is formed.
And the said Jamestown, Yorktown, and Old Point Railway Company,
when so consolidated as aforesaid, shall be subject to all debts of each of
said consolidated companies, and shall have and possess, in addition to
the powers conferred by this act, all the rights, powers, franchises, and
privileges, all of which are hereby validated and confirmed, heretofore
conferred upon each of said consolidated companies by their respective
charters; and the rights, privileges, franchises, and property of each of
said consolidated companies shall be and become the rights, privileges,
franchises, and property of the said Jamestown, Yorktown and Old Point
Railway Company, and may be exercised and employed at any time or
times hereafter.

3. The capital stock of the said Jamestown, Yorktown and Old Point
Railway Company shall not be less than sixty thousand dollars nor more
than eight hundred thousand dollars, divided into shares of the par value
of one hundred dollars each, and said stock may be all common or any
part or parts preferred, with such preferences and conditions as may be
determined by said company, and the said company or its board of direc-
tors may sell or otherwise dispose of the same at such prices and on such
terms as may be determined by said company or its board of directors.
The stock of the said Jamestown, Yorktown and Old Point Railway Com-
pany may be exchanged for the stock of each of the so constituent com-
panies as may be provided in the agreement of consolidation, and the
stock of each of said constituent companies, when so acquired, shall be
cancelled. The said company or board of directors may receive cash,
labor, materials, bonds, stocks, real or personal property in payment of
the stock of said company at such valuation as may be agreed upon, and
the holders thereof shall not be liable for further calls thereon.

4. It shall be lawful for said consolidated company to borrow money
and issue and sell bonds or other evidences of indebtedness, from time to
time, to such amounts and upon such forms as its stockholders may deem
expedient. It may secure the payment of such bonds and securities by
mortgages or decds of trust upon any and all of its property, real, per-
sonal, or mixed, its contracts and franchises, and its chartered rights
and privileges, including its franchise to be a ccrporation, and upon all
property which said consolidated company may acquire, and such bonds,
or any portion thereof, as well as the stock of said company, may be used
in the purchase of property, real or personal, and for construction or re-
pair, and for any other lawful purposes of the corporation.

5. 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 railroad and chartered objects,’and necessary
stations and depots for its operation.

6. Each shareholder in said consolidated company, at all meetings or
elections, shall be entitled to one vote for each share of stock registered
in his name; and the board of directors may adopt such by-laws and regu-

47 a ks ;

eae we -
lations for the management of the company as they may deem proper
and expedient.

%. The board of directors of said consolidated company shall be stock-
holders, and shall consist of not less than five nor more than nine, of
whom the president shall be one. The president and dircctors shall be
elected by the stockholders at the annual mecting, to be held on such date
as the by-laws may direct, and shall continue in office for the term of one
year from the date of their election, and until their successors are elected
and accept the duties of the office; and in case of death, resignation, or
incapacity of the president or any member of the board of directors during
their terms of office, the said board of directors shall clect the successor:
for the unexpired term. A member of the board of directors may be
clected and act as an executive or other officer of said company. The
president, directors, and other officers of said company, who shall manage
the same for the first vear, or until their successors are elected, mav b>
provided for and appointed, by the agreement in writing, before the said
two constituent companies. The chicf office of said. company shall be
located in the State of Virginia at such place as the board of directors
may appoint, and may be changed by them or the company when deemed
expedient to do so. The annual or general meetings of the stockholders
of said company shall be held upon not less than ten days’ notice, to be
published in some newspaper as designated in the by-laws.

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