Chap. 93.—An ACT to incorporate Holston river and Eastern railway.
Approved February 12, 1901.

1. Be it enacted by the general assembly of Virginia, That James D.
ate, J. W. Pendleton, James H. Greever, W. B. Dunn, and W. H.
openhaver, or such of them as may accept the terms of this act, their
sociates and successors forever be, and they are, hereby incorporated
nder the name of Holston river and eastern railway company.

2. The said company shall have all rights, powers, and_ privileges
hich similar corporations have, or may hereafter have under ihe gen-
‘al laws of this state, and, unless otherwise herein provided, shall
2 subject to the restrictions and duties imposed by such laws on similar
rporations.

3. The said company is authorized to construct, equip, maintain, and
perate a railroad of standard gauge, with such number of tracks and
ith such motive power as its board of directors may from time to time
lopt, along any practicable route from any point in Smyth county to
ny point in Washington and Tazewell counties.

4. It may, from time to time, build and operate such lateral branches
nd such extensions from its termini as its stockholders or its board of
irectors may, from time to time, determine upon. No one branch
r extension shall exceed twenty-five miles in length. Such branches
nd extensions may be constructed into other counties than those herein
amed.

5. It may erect and maintain bridges across all streams, but shall not
bstruct the navigation of any navigable stream.

6. It may connect its tracks with those of other railroads, on such
erms as may be prescribed by Jaw or as may be agreed upon with the
ompany interested.

Tt may lease or sell all or any parts of its property, rights and fran-
hises, including its franchise to be a corporation, to any company or
person authorized to hold, own, or operate such property or rights as may
be leased or sold.

It may take leases of or purchase any other railroad, or railroad
properties, and may consolidate with any other railroad company au-
thorized to operate in this state.

Its stock and bonds may be subscribed for, purchased or guaranteed
by any other company or person, or by any county, city, or town, and
it may subseribe for, purchase and guarantee the stocks and bonds of
any other company, county, city, or town.

No lease or sale of the company’s railroad or of its franchise to be a
corporation, and no purchase of, or consolidation with, any other rail-
road, or guarantee of any bonds shall be made without the consent of
the holders of a majority of the stock of the Holston river and eastern
railway company, given in a duly constituted stockholders’ mecting.

%. The capital stock shall be not Jess than ten thousand dollars nor
more than one hundred thousand dollars, and within said limits may,
from time to time, be increased by the board of directors, or by the
stockholders, and may be decreased from time to time, by the consent of
the holders of a majority of the stock, expressed at a duly constituted
stockholders’ meeting.

So much of the stock, as the holders of a majority of the stock actually
issued, shall, from time to time, in regularly constituted stockholders’
meeting authorize, may be issued as preferred stock.

The rights of the holders of preferred stock to dividends and to sharing
in a distribution of the company’s assets shall be set forth in the reso-
lutions authorizing its issue and in the certificates of such stock.

If preferred stock is issued, the certificates of both the preferred and
the common stock shall show how much of each elass has been authorized.

Each share of stock shall be of the par value of one hundred dollars.

After the minimum amount of stock has been subscribed for and the
company has been organized, the board of directors may dispose of such
cther stock, as may be issued, in such manner, and on such terms and
conditions, and for such consideration as it may deem proper.

The stock may be paid for in money, land, or other property—real,
personal, or mixed—leases, options, bonds and stocks of other companies,
or of citics, towns, or counties, mines, minerals, and mineral mghts.
rights of way, and other rights or easements, labor, or service, and at °
such prices as may be agreed upon between the board of directors and
each subscriber for the stock, and there shall be no individual liability
hevond the unpaid subscriptions.

8. The incorporators herein named, or such of them as may accept
this charter. may receive subscriptions to the capital stock in such man-
ner as they may deem hest, and without advertising the time and place
for opening books.

Two weeks notice of the time and place of the mecting to organize
the company shall be given to each of the incorporators, and to each
subseriber for stock or his personal representative. Such notice shall
be siened by at least three of the incorporators, and mailed to the proper
post-office address of the other incorporators and subscribers, or their
representatives, or a general notice to all may be given by publication
in two newspapers one published in Lynchburg, Virginia, and one in
Smyth or Tazewell county, Virginia.

The subscriptions to stock which are taken before the company 1s
organized, shall be subject to the ratification or rejection of the board
of ditectors after organization.

). The board of directors shall consist of not less than five nor more
tha fifteen stockholders, as the organization mecting and the stock-
holders’? meetings may, from time to time, determine.

The directors shall hold office until the next annual stockholders’
meeting after their election, and thereafter until their successors are
elected and accept the office.

All vacancies occurring in the board of directors between stockholders’
meetings, shall be filled by the board until the next stockholders’ meet-
ing.

10. The board of directors shall elect from their own members a presi-
dent and as many vice-presidents as the stockholders may dircet.

The board shall have all the authority which is usually vested in the
board of directors of such companies, and shall perform all the duties
which may be required by law and by the by-laws of the company, and
by the duly authorized and enacted resolutions of the stockholders.

11. The board of directors may, from time to time, borrow money for
the company’s purposes and may issue the company’s notes, bonds, or
other evidences of indebtedness therefor and for any other debts incur-
red by or for the company, and may secure its debts, or any part thercof,
by trust deed or mortgage on the company’s property, rights and fran-
chises, or any part thereof, including its right to be a corporation, and
including its future acquisitions of property.

The board of directors may, from time to time, issue the company’s
bonds for such amounts as it may deem advisable, secured by trust deed
or mortgage on any of the property or rights in this section mentioned,
and sell the same or parts thereof on such terms and for such considera-
tion as it may deem advisable.

12. The company may hold, use and sell. at the discretion of its
board of directors, any property—real, personal or mixed—which it may
lawfully acquire.

13. In the event of a consolidation with any other company, this
company shall remain, and the consolidated company shall be a Virginia
corporation for all purposes of suing and being sued.

14. All taxes which may become due to the commonwealth shall be
paid in the lawful money of the United States.

15. The principal office of the company shall be at such place in the
state as the board of directors may, from time to time, determine.

16. The construction of the road shall be begun on or before April
first, nineteen hundred and three and completed on or before April first,
nineteen hundred and eight.

17%. This act shall be in force from its passage.