Chap. 296.—An ACT to amend and re-enact section 2 of chapter 2 of an act
entitled ‘‘an act concerning corporations,” which became a law May 21,
1903, as amended by an act approved December 31, 1903.

Approved March 17, 1906.

1. Be it enacted by the general assembly of Virginia, That section two
of chapter two of an act entitled “an act concerning corporations,” which
became a law May twenty-first, nineteen hundred and three, be amended
and re-enacted so as to read as follows:

§2. 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 acknowledg-
ments of deeds, and the said articles, together with the receipts 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 com-
plying with the requirements of 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 association, with all endorsements
thereon, and the order of the State corporation commission
shall be certified to the secretary of the Commonwealth as re-
quired by law, and by the last named officer recorded in the charter re-
cords of his office, who shall thereupon endorse thereon the fact of such
recordation, and return the same to the State corporation commission, to
be lodged and preserved in the office of its clerk. As soon as the said ar-
ticles 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 associated with them,
according to the provisions of the law of their charter, shall be a body
politic and corporate, by the name set forth in the said articles of associa-
tion, with the powers and upon the terms set forth therein, so far as not
to conflict with this act; and in addition shall have all the general powers.
and be subject to all the general restrictions conferred and imposed on
corporations by chapter five of this act, and the laws of this State relating
to corporations, so far as applicable thereto, and shall also have power:

(a) To cause to be made such examinations and surveys for its proposed
railroad as may be necessary to the selection of the most advantageous
route or routes, or for the improvement or straightening of its line or
change of location, for constructing or providing additional tracks or fa-
cilities or for any other work or thing mentioned in subsection (f) of this
section; and for such purposes by its officers and servants, to enter upon
the lands or waters of any person, but subject to responsibility 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.

(ce) 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 ac-
commodations necessary to accomplish the objects of its incorporation.
(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 with or merge into itself, purchase or lease the
works, property, and franchises, or any part thereof, of any railroad com-
pany incorporated under the laws of this State or another State, or of
this State and another, or other States, or under the laws of the United
States, or any works, property, and franchises or any part thereof suit-
able for railroad purposes from the owners thereof, and to sell or lease
its works, property, and franchises, or any part thereof, to any other such
corporation chartered or organized under the laws of this State, and any
railroad company incorporated under the laws of this State or another:
State, or of this State and another, or other States, or under the laws of
the United States, is hereby authorized and empowered to consolidate
with or merge into itself, and to sell or lease its works, property, and fran-
chises, or any part thereof, to any other such corporation chartered or
organized under the laws of this State, and any owner or owners of any
works, property or franchises suitable for railroad purposes are hereby
authorized and empowered to sell or lease such works, ‘property, fran-
chises, or any part thereof, to any railroad corporation 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, consolida-
tion or merger of the works, property, or franchises of railroads compe-
titive between points both of which are within this State, or lines be-
tween the same terminal points both of which are within this State
whether such lines be operated by same or different motive power, except
that this proviso shall not prevent the sale or lease by any railroad com-
pany incorporated under the laws of this State or another State, or of
this State and another, or other States, or under the laws of the United
States, or any owner or owners of any works, property, or franchises suit-
able for railroad purposes of all its or their uncompleted works and prop-
erty and the franchises relating thereto, or any part thereof, to any rail-
road corporation chartered or organized under the laws of this State, no
part of whose road in this State is in operation; but, on the contrary,
any railroad company incorporated under the laws of this State or an-
other State, or of this State and another, or other States, or under the
laws of the United States, or any owner or owners of any uncompleted
works, property, or franchises suitable for railroad purposes, may, with
the consent of the State corporation commission first obtained, sell or
lease such uncompleted works and property and the franchises relating
thereto, or any part thereof, to any other railroad corporation chartered
or organized under the laws of this State no part of whose road in this
State is in operation, and such latter corporation may purchase or take a
lease of such uncompleted works and property and franchises relating
thereto or any part thereof, anything in said proviso to the contrary not-
withstanding. But the consent as aforesaid of the State corporatior
commission shall not be given if in the judgment of said commission the
purpose of such proposed sale or lease is, or the effect thereof will be t:
prevent competition between the corporations, parties to the said sale o!
lease, which would exist, or might have existed, or arisen between saic
corporations except for said sale or lease: provided, however, that nc
transportation company in which the State owns stock, bonds, or other
dividend obligations shall be merged under the provisions of this ac!
until and except the State shall consent thereto by future legislative
enactment and the State corporation commission shall have determined
and entered upon its records that the terms of said contract of merge!
are fair and just to the State, and the interests of the State are properly
provided for and protected therein. Nothing in this act shall be con-
strued to limit or invalidate 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 railroad company, heretofore organized under any law of this State
shall hereafter purchase, merge, or consolidate with itself any railroad
competitive with it between points, both of which are within this State,
then the company so purchasing, mergirig, or consolidating shall thereby
‘be deemed to surrender, and shall thereby surrender any exemption it
may have under section twelve hundred and forty of the Code of Vir-
ginia, from the power of the State to change its tolls without its assent.
unless said purchase, merger, or consolidation be approved by the State
corporation commission, in which event there shall be no such surrender.
Should any railroad corporation heretofore chartered by an act of the gen-
eral assembly of this State be merged into or consolidated into or be
acquired by a foreign corporation in such 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,
consolidation, or acquisition, file with the State corporation commission
an instrument 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, prop-
erty, 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 in this State, or is un-
known, agree on 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 rail-
road, 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 under the re-
strictions prescribed by the general statute of this State relative to the
condemnation of lands: provided, however, that such corporation shall
not take, by condemnation proceedings, a strip of land for its right of way
wider than one hundred feet, except at places where more land is re-
quired 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 material.

Any railroad corporation heretofore or hereafter created under the
provisions of this chapter, whose works are operated by electric power,
shall, in addition to the powers provided for under this chapter, have
power to do the business of a general electric lighting and power com-
pany, with all the rights, powers, and privileges of such companies as
fully and effectively as if such corporation were created under the pro-
visions of chapter three of this act.

(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.

2. It being desirable to encourage the construction of railroads in this
State that this act should be in force immediately, an emergency is
hereby declared, and this act shall be in force from its passage.