Chap. 218.—An ACT to incorporate the Central railway of Virginia.

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Approved February 15, 1901.

1. Be it enacted by the general assembly of Virginia, That William
H. Rickard, P. W. Reherd, D. C. Reherd, Herman Wise, John B. Peale,
If. B. Miller, and A. A. Chapman, all of the county of Rock-
ingham, state of Virginia, their successors and assigns be, and they
are, hereby constituted and created a bodv, politie and corporate, by the
name and style of the Central railway of Virginia, and as such shall have
power to make and pass such by-laws, rules, and regulations for the
management and government of the affairs of the said corporation, and
of its officers, directors, and agents, as mav be deemed necessary and
proper, and be entitled to exercise all of the rights and privileges allowed
other similar corporations by the general laws of this state.

2. The capital stock of said Central railway of Virginia shall be one
hundred thousand dollars, divided into shares of the par value of one
hundred dollars each; and said capital stock may he increased from time
to time by a majoritv of the stockholders and directors, as provided in
section fourteen of this charter.

3. Said Central railway of Virginia is hereby authorized, empow-
ered, and permitted to erect, construct, equip, maintain, and operate a
railway of standard gauge. with one or more tracks, and also, telegraph
line or lines, from any point it mav select in the countv of Rocking-
ham, and through said county or portion thereof, or through the counties
of Augusta, Bath, or Highland, to a point or points in any of said coun-
ties named, to the West Virginia state line.

4, Subject to the general laws of this state, said Central railway of
Virginia shall have the power to construct lateral or branch roads from
its main line, to cross at grade, over or under any railroad now con-
structed or which shall be constructed hereafter in this state, and shall
have and exercise all of the general powers and functions and be subject
to all of the liabilities of a common carrier.

5. Said Central railway of Virginia is hereby authorized and empow-
ered to connect its road with any other road or roads at present existing
in or out of this state, or that may be built hereafter, and may enter the
ground of such railroad or railroads with such necessary sidings, switches,
turnouts, conveniences and facilities as will aid in the furtherance of
the construction of said railway, or facilitate the exchange or handling
of passengers and freight between the said railway and other railroads
in this state; and in all cases in which the said Central railway of Vir-
ginia shall subject and hold property of any other company to its use,
or acquire any of the same, it shall be in the mode prescribed by law.

6. The said Central railway of Virginia may borrow money and issue
bonds or such other evidences of indebtedness therefor, and may secure
the same from time to time by mortgage or deed of trust upon any or
all of its property and franchises; and from time to time may issue and
sell its bonds and its capital stock at such price and on such terms as
shall be specified by resolution of a majority in amount of the stockhold-
ers at any meeting, and may receive in payment therefor property, securi-
ties, or shares in any other corporation, and stock so issued shall be
deemed fully paid and free from any liability.

v. The said Central railway of Virginia may issue its capital stock in
one or more classes or kinds, and in one or more series or grades, with
such preferences, conditions and voting power as shall be prescribed and
directed in the resolution of the stockholders authorizing the issue of the
sume, and from time to time, may increase or decrease the amount of
any class, or kind, or grade of such stock as shall be authorized and
directed cither at any gencral meeting, or at a special meeting of the
stockholders called for that purpose, unless and except as otherwise ex-
pressly provided in certificates representing stock previously issued.

8. It shall be lawful for any county, city, town or corporation, or in-
dividual, in or out of this state, to guarantee, subscribe to, purchase, or
hold, the capital stock or bonds of the said Central railway of Virginia.
or of any branch thereof; and said Central railway of Virginia shall have
power to guarantce, subscribe to, purchase, sell or hold stock or bonds
of any other railway company or corporation and with the approval
of a majority of its stockholders given at any meeting may, from time
to time, lease, use, operate, consolidate with, purchase or otherwise ac-
quire, or be leased, used, operated, or consolidated with, any other rail-
road or transportation company or companies, now or hereafter incorpo-
rated by the laws of any state or of the United States, or by any one or
more of such railroad or transportation companies, or by any
railroad or transportation company or companies which are now
or hereafter may be leased or used or operated or consolidated
with any one or more of .such railroad or transportation companies; and
from time to time it may consolidate its capital stock, property and
franchises, by change of name or otherwise, with the capital stock, prop-
erty and franchises of any other railroad or transportation company.
power being hereby granted to any railroad or transportation company
or companies incorporated by or under any act or acts of the general
assembly of this state, with the approval of a majority in amount of its
or their shareholders, respectively, given at a meeting to make and carry
out such contracts of consolidation or lease, sale or other method of ac-
quisition: provided, that in all consolidations, a copy of the agreement
thereof shall be filed in the office of the secretary of the commonwealth of
Virginia, and that any corporation with which the said Central railway
of Virginia may consolidate, or which it may lease, shall be or remain
subject to the jurisdiction of the courts of this commonwealth, and all
lines of railroad operated by it in the state of Virginia shall be subject to
the general laws of this state.

9. Said Central railway of Virginia may, from time to time, purchase,
own or hold bonds or other evidences of debt, or shares of the capital
stock of any company or companies formed under the laws of this or any
other state, and from time to time may guarantee or assume the bonds,
evidence of indebtedness, or capital stock of any such railroad.

10. The said Central railway of Virginia may reccive in payment for
the whole or any part of the subscription to its capital stock, any real
or personal property, the price of which may be agreed upon between the
said company and such subscribers, and may exchange its bonds for such
property, and such property may be charter rights and franchises; and
it may hold, sell and convey in such manner as the company may deem
best, any real estate or other property so acquired in exchange for its
capital stock, bonds or charter rights and franchises aforesaid, as well
as all real estate necessary for the purpose of its business as a railway
company.

11. The incorporators named in this act shall constitute the board of
directors and shall continue in office until their successors shall he elected
and qualify; they shall have the power and authority of a president and
board of directors for the purpose of organizing and for all the other
purposes incident thereto; they shal] select one of their number as presi-
dent of the board, and may appoint such officers as they deem proper;
they shall fill any vacancy that may occur in the board or in the oflice of
the president, and may receive subscriptions to the capital stock of said
company. Whenever one hundred thousand dollars of capital stock shall
have been subscribed, the board of directors shall proceed to organize
the company by the election of president, secretary and treasurer, and
such other officers and agents as may be required. Thereupon the said
company shall be considered duly and legally organized, and shall have
the power of condemnation as provided by the general laws of the state
of Virginia, and all the general powers conferred on corporations and
chartered companies by the laws of this state, and shall he subject to all
of the provisions thereof, except in so far as the same are modified by, or
are inconsistent with, this act.

12. The board of directors of said Central railway of Virginia are
hereby authorized at any meeting, when a majority of the directors are
present, if they deem it advisable, to change the name of said company.

13. The construction of the said railway shall be commenced within
two years from the passage of this act and be completed within five
years thereafter.

14. It shall be lawful for the circuit court of the city of Richmond, or
of any city or county through which the said road may run, upon peti-
tion of the president and board of directors, at any time, to order an in-
crease of the capital stock, upon the payment of the proper charter fee
tax for such increase of stock into the state treasury, or to the auditor
of public accounts.

15. The principal office of said company shall be at Harrisonburg, Vir-
ginia.

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