Chap. 50.—An ACT to amend and re-enact sections 2 and 3 of chapter 2 and sec-
tions 40 and 63 of chapter 5 of an act entitled an act concerning corporations,
which became a law on May 21, 1903, and which is contained in chapter 270 of
the acts of the general assembly for extra session 1902-’03-’04.

Became a law without governor’s signature March 4, 1904.

1. Be it enacted by the general assembly of Virginia, That sections
two and three of chapter two, and sections forty and sixty-three of chap-
ter five of an act entitled an act concerning corporations, which became
a law on May the twenty-first, nineteen hundred and three, and which
is contained in chapter two hundred and seventy of the acts of assembly
for the extra session of nineteen hundred and two, nineteen hundred
and three, nineteen hundred and four, be amended and re-enacted so as

to read as follows:
Section two of chapter II.—-The articles of association shall be signed
in person by not less than seven incorporators, shall be acknowledged by
the persons so signing before an officer authorized by the laws of this
State to take acknowledgments of deeds, and the said articles, together
with the receipt showing the payment of the fee, if any, required by law
to be paid to the State upon the charter, may be presented to the State
corporation commission, which shall ascertain and declare whether the
applicants have, by complying with the requirements of the law, entitled
themselves to a charter, and shall issue or refuse the same accordingly.
When the said charter shall have been so issued the said articles of asso-
ciation, with all endorsements thereon, and the order of the State cor-
poration commission, shall be certified to the secretary of the Common-
wealth, as required by law, and by the last-named officer recorded in the
charter records of his office, who shall thereupon endorse thereon the fact
of such recordation, and return the same to the State corporation com-
mission to be lodged and preserved in the office of its clerk. As soon
as the said articles of association are lodged with the secretary of the
Commonwealth to be recorded, the persons who signed and acknowledged
the same, and their successors, and such other persons as may be associ-
ated with them, according to the provisions of the law or of their char-
ter, shall be a body politic and corporate, by the name set forth in the
said articles of association, with the powers and upon the terms set
forth therein, so far as not in conflict with this act; and in addition
shall have all the general powers, and be subject to all the general re-
strictions conferred and imposed on corporations by chapter five of this
act, and the laws of this State relating to corporations, so far as appli-
cable thereto, and shall also have power:

(a) To cause to be made such examinations and surveys for its pro-
posed railroad as may be necessary to the selection of the most advan-
tageous route or routes, or for the improvement or straightening of its
line or change of location, or for constructing or providing additional
tracks or facilities, or any other work or thing mentioned in subsection
(f) of this section; and for such purposes, by its officer and servants,
to enter upon the lands or waters of any person, but subject to responsi-
bility for all damage that may be done thereto.

(b) To take and hold such voluntary grants of real estate and other
property as shall be made to it, to aid in “the construction, maintenance,
and accommodation of its railroad, its terminals, and appurtenances.

(c) To purchase, lease, or otherwise acquire, hold, and use all such

real estate or other property as may be necessary for the construction
and maintenance of its railroads, its terminals, depots, stations, and
other accommodations necessary to accomplish the objects of its incor-
poration.
- (d) To lay out its road as in its said articles of association, or in this
act, provided, and to construct, maintain, and operate the same, and to
purchase, lease, or otherwise acquire, or construct, maintain, and operate
all necessary or convenient telegraph and telephone lines in connection
with, and as a part of its business, as far as practicable on the right of
way of such road so far as the right of way is in this State.
(e) To consolidate or merge itself, purchase or lease the works, prop-
erty, and franchises, or any part thereof, of any railroad company in-
corporated under the laws of this State or another State, or of this
State and another, or other States, or under tne laws of the United
States, and to sell or lease its works, property, and franchises, or any
part thereof, to any other such corporation chartered and organized
under the laws of this State: provided, however, that nothing in this
act shall authorize or be construed to permit the purchase, lease, sale,
consolidation or merger of the works, property or franchises of railroads
competitive with it between points, both of which are within this State,
or lines between the same terminal points, both of which are within
this State, whether such limes be operated by the same or different
motive power. Nothing in this act shall be construed to limit or invali-
date any of the provisions of any charter now in force which has been
heretofore granted to any railroad corporation by an act of the general
assembly of this State: provided, however, that if any raiiroad company,
heretofore organized under any law of this State, shall hereafter pur-
chase, merge or consolidate with itself any railroad competitive with it
between points, both of which are within this State, then the company
s0 purchasing, merging or consolidating shall thereby be deemed to sur-
render, and shall thereby surrender any exemption it may have under
section twelve hundred and forty of the Code of Virginia, from the
power of the State to change its tolls without its assent, unless said pur-
chase, merger or consolidation be approved by the State corporation com-
mission, in which event there shall be no such surrender. Should any
railroad corporation heretofore chartered by an act of the general as-
sembly of this State be merged into, or consolidated into, or be acquired
by a foreign corporation in such a way that the corporation of this State
thereby loses its identity as a corporation of this State, then such foreign
corporation so consolidating, merging or acquiring such railroad shall,
as a condition precedent to the validity of any such merger, consolida-
tion or acquisition, file with the State corporation commission an in-
strument in writing, attested by the seal of said foreign corporation,
and the signatures of its president and secretary, acknowledging itself
to be a domestic corporation of the State of Virginia as to its works,
property, and franchises within the territorial limits of the said State of
Virginia, and subject to its laws and the jurisdiction of its courts.

(f) In the event the said corporation cannot, because of the incapacity
of the owner, or inability to agree upon the price or terms, or because
the owner cannot, with reasonable diligence, be found, or is unknown,
agree on the terms of purchase with those entitled to any land, sand,
earth, gravel, water, or other material necessary to be taken and used
in the construction, maintenance, operation or improvement of said
railroad, or in the straightening of its line, or change of its location, or
in constructing or providing depots, stations, shops, yards, terminals or
additional tracks or facilities, or for other necessary railroad purposes,
it may proceed for the condemnation thereof in the manner and under
the restrictions prescribed bv the general statutes of this State, relative
to the condemnation of lands: provided, however. that such corporation
shall not take by condemnation proceeding a strip of land for its right
of way wider than one hundred feet, except at places where more land is
required for slopes, ditches, cuts, tunnels, embankments, or for the im-
provement or straightening of its line, or change of location, or for
drainage, or for depositing waste maierial.

(g) To exercise all other powers hereby granted and all the powers
conferred upon railroad corporations by the existing laws of this State
so far as not in conflict herewith, and by all acts hereafter passed amend-
atory thereof, or supplemental thereto, and subject to all the restrictions
imposed by law on such corporations.

Section three of chapter II.—Any railroad corporation of this State,
or deriving its franchises therefrom, owning or authorized to purchase,
lease, or to construct, maintain, and operate a railroad, or bramch thereof,
to or near the boundary line of this State, may extend its line, or any
branch thereof, into or through any State, or the District of Columbia,
or into or through any reservation or other property owned by the United
States, with the assent of such State, or of the United States, as the case
may be; and such extension may pass out of this State into any other
State, or into the District of Columbia, or into any such reservation or
property and back again into this State, as often as may be necessary,
and the rights, powers, and privileges of, and restriction on, any corpora-
tion over said extension in connection with such road, and in controlling
the property and applying the money and assets thereof, shall be the
same as if the road were built wholly within this State.

Section forty of chapter V.—Except as any merger or consolidation is
prohibited by subsection (e) of section two of chapter two, and by sub-
section (e) of section two of chapter three of this act, any corporation
organized, or to be organized, under any law, or laws, of this State may
merge or consolidate into a single corporation with any other corporation
organized for the purpose of carrying on the same or a similar business
under the laws of this or any other State of the United States, or under
the laws of the United States, which said consolidated corporation shall,
upon the payment of a proper charter fee, thereby become a domestic
corporation of this State and be subject to its laws, and to the jurisdic-
tion of its courts, and may be either one of said merging or consolidating
corporations, or a new corporation to be formed by means of such merger
or consolidation, so that by virtue of this act, and the proceedings had
pursuant thereto, such corporations shall be consolidated and merged, so
that all property, rights, franchises, and privileges by law vested in such
corporation so merged or consolidated shall be transferred to and vested
in the corporation into which such consolidation or merger shall be made.

Section sixty-three, chapter V.—Any railroad corporation in an ad-
joining State, or in the District of Columbia, owning or authorized to
purchase, lease, or to construct, maintain, and operate a railroad or
branch thereof, to or near the boundary line of this State, may extend its
line or any branch thereof into this State, with the assent of the State
corporation commission of this State first had and obtained, and such
extension may pass out of this State into such other adjoining State, or
the District of Columbia, and back again into this State as often as may
be necessary, and on such terms and conditions as may be approved and
provided by the State corporation commission, and the rights, powers,
duties, and restrictions of any such corporation in the construction,
maintenance, and operation of such parts of its road within this State
shall be the same as if such railroad or corporation were a corporation of
this State, created and empowered under this act: provided, however,
that as to the part or parts of its road in this State, such railroad com-
pany shall be deemed a domestic corporation of Virginia, and shall be
subject to all the obligations and duties and entitled to all the powers
and privileges imposed and granted by the Constitution and laws of Vir-
ginia applicable to railroad companies.

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