CHAP. 105.—An ACT concerning railroad companies in which, or in the
stock or securities of which, the Commonwealth owns, or is entitled to,
any proprietary rights or interest.

Approved March 9, 1912.

1. Ee it enacted by the general assembly of Virginia, That
wherever the Commonwealth, in its own name or otherwise, may
now own, or hereafter acquire, directly or indirectly, any pro-
prietary right or interest whatsoever, either legal or equitable,
in or to the stock or other securities of any railroad corporation
chartered by or under the laws of this Commonwealth, (when
such stock or other securities were originally subscribed by, or
issued to, the Commonwealth, or some one for it), any such
corporation may, in the manner, and subject to the terms and
conditions, hereinafter prescribed, relieve itself of all burdens,
obligations restrictions, requirements, regulations, duties and
provisions of law, based upon, or applicable because of the fact
that the owner of such proprietary rights or interest is the Com-
monwealth rather than a person, firm or corporation, and also
of all burdens, obligations, restrictions, requirements, regula-
tions, duties and provisions of law, not equally applicable to al.
railroads chartered by or under the general laws of the Com.
monwealth since May twenty-first, nineteen hundred and three
and, thereafter, the rights, powers and privileges of the Com.
monwealth, as the legal or equitable owner of any such pro.
prietary rights or interests in such stock or securities, shal
be no other than would be those of a private individual if the
owner of such proprietary rights or interests, and such com.
pany shall be subject only to such burdens, obligations, restric.
tions, requirements, regulations, duties and provisions of law a:
are equally applicable to all railroad companies chartered unde!
the general laws of the Commonwealth since May twenty-first
nineteen hundred and three, except as otherwise provided ir
sections five and six of this act.

2. Any such railroad company, desiring to avail itself o:
the provisions of this act, may do so as follows:

(a) A resolution, in writing, (by which such company ex.
pressly accepts all the terms, conditions and provisions of thi:
act, and surrenders every exemption from taxation and every
nonrepealable feature of its charter and of the amendment:
thereof, and also all exclusive rights or privileges theretofors
granted to it by the general assembly and not enjoved by cor
porations of a similar general character; and agrees to there
after hold its charter and franchises, and all amendments there
of, under the provisions and subject to all the requirements
terms and conditions of the present constitution of Virginia anc
of any laws passed in pursuance thereof, so far as the same may
be applicable to such corporation) may be introduced by any di
rector at any general or special meeting of the board of director:
of such company duly called and held; and, if such resolutio1
shall receive the affirmative vote of at least two-thirds of all th
directors in office, then,

(b) Such resolution may, at any time within the next suc
ceeding six months after its adoption by the board of directors
be brought before the stockholders of the company, for their rati
fication or rejection, in a general or special stockholders’ meet
ing duly called and held, after a printed copy of such resolutio1
(accompanied with a statement to the effect that such resolutio
will be presented, at such meeting, to the stockholders, fo
their ratification or rejection) shall have been duly mailed, a
least thirty days prior to the meeting, by the company’s secre
tary, to each stockholder of record on the company’s books, a
his last post office address so far as known—of the fact of whicl
mailing the recital in the minutes of such stockholders’ meet
ing, when duly signed by the presiding officer and the secretary
thereof, shall be conclusive evidence; thereupon,

(c) At such stockholders’ meeting, or at some regular ad
journment thereof, a recorded vote of the stockholders presen
(in person or by proxy) shall be taken upon the question of rat
ifying, or rejecting, said resolution of the directors; and, if no
less than two-thirds in interest of all the outstanding stock of the
company entitled to vote, shall vote affirmatively in favor of
the ratification of said resolution of the directors, then, said
resolution shall be declared by the presiding officer of such meet-
ing to be duly ratified, and the fact thereof shall be promptly
(and within the next ‘succeeding thirty days) certified by the
president and secretary of the company, under the corporate
seal of the company, to the State corporation commission; such
certificate shall set forth at length said resolution of the direc-
tors and the fact, and date of its ratification by the stockhold-
ers; and such certificate, so certified to, upon its receipt by the
State corporation commission, shall be disposed of in the same
manner which, at the time, the general law may prescribe for
the disposition of amendments to railroad charters; and a copy
thereof, when duly certified by the chairman and clerk of the
State corporation commission, under its official seal, shall be
admissible in all courts of the Commonwealth as prima facie evi-
dence of the truth of its recitals. But,

(d) Should the stock so voting in favor of ratifying such
resolution of the directors be less than two-thirds, in interest,
of all the outstanding stock of the company entitled to vote,
then, the presiding officer of such stockholders’ meeting shall de-
clare such resolution rejected; and, thereupon, such resolution
shall become and forever remain null and void and of no effect,
provided that the same, or a similar resolution may be there-
after again considered and acted upon, de novo, by the direc-
tors and stockholders, from time to time, until some resolution
by which the company shall avail itself of the provisions of this
act shall have been adopted by the directors and ratified by the
stockholders, as hereinbefore provided.

3. When any such resolution shall have been adopted by the
directors and ratified by the stockholders, and duly certified to
the State corporation commission (as hereinbefore provided),
then and thereby, upon the receipt of such certificate by the State
corporation commission, the charter of such company shall, ipso
facto, become, and thereafter remain, amended in the follow-
ing respects:

(a) Every exemption from taxation and every non-repeal-
able feature of its charter and of the amendments thereof, and
also all exclusive rights or privileges theretofore granted to it by
the general assembly, and not enjoyed by other corporations of
a similar general character, shall become, and thereafter be
regarded and treated as having been thereby surrendered by
such company; and such company shall be regarded and treated
as having thereby agreed to thereafter hold its charter and fran-
chises and all amendments thereof under the provisions, and sub-
ject to all the requirements, terms and conditions of the present
constitution of Virginia, and of any laws passed in pursuance
thereof, so far as the same may be applicable to such corpora-
tion;
(b) All duties, obligations, requirements, burdens, regula-
tions, restrictions and provisions of law, theretofore applicable
to such company, shall thereby become and thereafter forever re-
main null, void and of no effect; except so far as they are equally
applicable and enforceable against all railroad companies char-
tered by or under the general laws of this Commonwealth; and
such company shall (in regard to all rights, powers, duties, obli-
gations, liabilities, burdens, regulations, requirements, restric-
tions, and provisions of law) be thereafter amenable only to the
valid general laws of this Commonwealth, which are equally ap-
plicable to all railroad companies chartered by or under the gen-
eral laws of the Commonwealth since May twenty-first, nineteen
hundred and three; provided, that nothing herein contained shall
be construed or in anywise held to release or affect in any way
the claim of the Commonwealth, or any city, county or town
for any past due taxes, assessments or monetary obligations
claimed to be due by said company.

(c) All rights, powers and privileges to which the Com-
monwealth, or any one else, may have been theretofore entitled
by virtue of the Commonwealth’s proprietary interest in the
stocks or other securities of such company, shall thereby become,
and thereafter be regarded and treated as, waived, surrendered
and abandoned by the Commonwealth and hereafter forever ter-
minated, except so far as such rights, powers and privileges
would be possessed by a private individual, if the owner of such
proprietary interest.

(d) Such company shall become, and thereafter forever re-
main, exactly like a railroad corporation chartered under the
general laws of this Commonwealth since May twenty-first, nine-
teen hundred and three, in every respect whatsoever, regarding
its public, or its corporate powers, burdens, duties, obligations,
rights, organization, procedure, management, or its relation with
the public, individuals, or other corporation, and shall not be
subject to any special restrictions, limitations, liabilities, duties,
obligations or burdens; and the Commonwealth in its proprie-
tary capacity as the owner of, or person entitled to, a beneficial
interest in, any stock or other securities of such company, shall
thereafter possess only such rights, powers and privileges as
would be possessed by a private individual if the owner of stich
beneficial interest, and such company shall not thereafter be
affected in any way by the fact that the Commonwealth, rather
than an individual, is possessed of a proprietary interest therein
—except only as expressly provided in sections five and six of
this act.

4. Within the meaning and for the purposes of this section,
the person in whose name (whether in his own right, or in any
fiduciary or representative capacity) any stock stands on the
books of such company shall be deemed the ‘‘owner” thereof ; and,
at any time within sixty days next after the filing with the
State corporation commission of the certificate of ratification,
as provided in section two of this act, the owner of any shares of
stock entitled to be voted, but which were not voted, in favor of
such ratification at the stockholders’ meeting at which said reso-
lution of the board of directors was ratified, may file in the
clerk’s office of the circuit court of the county or city wherein
is located the principal office of such company, a written appli-
cation, addressed to the judge of such court, praying that such
company be compelled to purchase, at their fair cash value, all
the shares of stock belonging to such owner at the time of such
application, and which were entitled to be voted but were not
voted, in favor of such ratification, which fair cash value shall
be determined as of the day immediately preceding the ratifica-
tion by the stockholders of the aforesaid resolution. Along with
his said application such owner shall file in the clerk’s office of
such court the certificate, or certificates, for his said shares of
stock, duly assigned by him to such company. After the filing
of his said application (accompanied with the said certificates
of stock), the judge aforesaid shall, upon motion either of such
applicant or of such company, fix a time and place for hearing
the parties, and shall cause due notice thereof to be served upon
each party (that is to say, such owner and such company) at
least ten days before the time so fixed for such hearing; and
each of said parties shall be afforded the processes of the court
to compel the attendance of witnesses to testify, or produce
books or papers, at such hearing. After hearing the said par-
ties and such proper testimony as they may offer concerning the
value of such stock, the judge aforesaid shall decide what was
the fair cash value of such stock, as above indicated, and shall
enter such finding upon the common law order book of his court
as the final judgment of such court. Either party shall have the
right to present, and have certified and made a part of the
record, proper bills of exception to any ruling of the judge at
such hearing, subject to the same rules and regulations as are
applicable to bills of exception in common law cases. From any
such final judgment for the value of such stock, either party
may, within thirty days next after the entering of such order
(but not thereafter) apply to the supreme court of appeals for a
writ of error, with or without sapersedeas, which application
shall be subject to all the rules and regulations governing other
applications for writs of error not grantable as of right.
Within thirty days after the final order and judgment of the
court shall become effective, it shall be the duty of such com-
pany to pay into court the full amount of such ‘judgment; and
upon failure so to do, execution may issue as upon any other
judgment for money, but all money collected by any officer un-
der such execution shall be paid into such court. Upon any
such payment into court of the full amount of such final judg-
ment the court shall enter an order directing its clerk to de-
liver to such company the certificates of stock filed with the
aforesaid application, upon the entry of which said last men-
tioned order all right, title and interest (whether legal or
equitable, vested or contingent) theretofore possessed by any
and all persons in such stock shall forever cease and determine,
and such company shall thereupon become the absolute owner
of such stock. All stock of which such company may become
the owner under the provisions of this section shall become and
be treated as treasury stock of such company, and may be either
cancelled and retired, according to law, or held and disposed of
by the issuance of new certificates by such company, in lieu
thereof, according as such company, through its board of direc-
tors, may determine. In case the owner of any stock shall fail
to avail himself of the provisions of this section within the time
hereinbefore prescribed, he and all persons possessing any right,
title or interest (whether legal or equitable, vested or contin-
gent) in the stock of which he is such owner, shall be deemed as
acquiescing in, and consenting to, the aforesaid ratification of
the resolution adopted by the board of directors of such com-
pany. The aforesaid judge shall, by appropriate order, dis-
pose promptly of all moneys which may be paid into such court,
under this act, having due regard to the rights of all persons
beneficially interested in the said stock for which the money was
so paid into court, and making proper provisions for the pro-
tection of any trusts or other fiduciary relations affecting the
same; and to that end the said judge shall have full authority
to cause all inquiries to be made by a special commissioner ap-
pointed for the purpose, or otherwise as he may deem best, for
the ascertainment and determination of the rights of all par-
ties in interest; and he shall cause notice to be given to all the
known parties in interest, and shall afford them an opportunity
to be heard before ordering the disposition of said money, which
said notice shall be executed in person, or by order of publica-
tion, as may be appropriate. In no event, however, shall the
railroad company be held responsible for the disposition of said
money, or any part thereof, after the same shall have been paid
into court in accordance with the provisions of this act.

5. The provisions of sections one and three of this act shall
be subject to the following exception, and to none other, that is
to say, that the Commonwealth expressly retains the right to
appoint such portion of the board-of directors of any such com-
pany as is now provided by law, and that no such railroad com-
pany as is described in the first section of this act shall have
authority to effect any merger or consolidation, unless and un-
til such merger or consolidation shall first have been approved
of on the part of the Commonwealth, in accordance with the
provisions of section six of this act, or of some amendment
thereof. |

6. -The governor and the three members of the State corpora-
tion commission (as those offices may be filled at the time), to-
gether with a fifth man to be selected by the affirmative vote of
any three of the above named four officers, shall constitute a spe-
cial commission of five, with power and authority to represent,
act for, and bind, the Commonwealth, in considering and approv-
ing or rejecting, any plan or agreement of merger or consolida-
tion, for the effectiveness of which the approval of the Common-
wealth is required by the provisions of section five of this act.
Should any person selected as the fifth member of said special
commission die, resign or decline to act, the above named four
officers shall forthwith select (in the manner above specified)
another person to constitute the fifth member of said special
commission, so that the full membership of said commission shall
be in existence when the commission acts, as hereinafter pro-
vided. Four members of said special commission shall constitute
a quorum for the transaction of business, and a majority of any
such quorum shall decide and control the action of said special
commission. Whenever any plan or agreement of merger or
consolidation is submitted to said special commission for its ap-
proval or rejection, under the provisions of this act, it shall be
the duty of said special commission to promptly consider such
plan or agreement, and approve or disapprove of same with all
reasonable expedition. Such approval or disapproval may be ef-
fected by the affirmative vote of a majority of the individual
members of said special commission, in due meeting assembled;
and said special commission shall forthwith furnish a certificate,
in writing (as hereinafter provided) of its action upon such plan
or agreement, to the respective boards of directors of the several
companies which it is proposed to merge or consolidate. The
governor shall be ex-officio, the chairman of said special com-
mission; and all communications to said special commission shall
be addressed and delivered to the governor, as such chairman,
whose duty it shall be, upon receiving any such communication
from any railroad company, or its board of directors, to promptly
convene said special commission and lay such communication
before it for its action. Each member of said special commis-
sion (including the governor, as its chairman,) shall be entitled
to one vote. All resolutions of said special commission shall be
verified by the signature of the governor, as chairman of said
special commission, and shall be preserved by him as a part of
the public records of the governor’s office, until filed with the
State corporation commission as hereinafter provided. Said
special commission shall select its own secretary. A record
shall be kept of all proceedings of said special commission; and
whenever a resolution of said special commission shall be passed,
approving of any merger or consolidation, a copy of such reso-
lution shall forthwith be certified to the State corporation com-
mission, which latter body shall promptly record the same as a
part of its public records, and shall file and preserve the origi-
nal as a part of its archives.

Every certificate of the action of said special commission,
upon any matter, shall be signed by the governor, as chairman
of said special commission, who shall cause to be attached there-
to the lesser seal of the Commonwealth; ard any such certifi-
cate, so signed and sealed, and any duplicate thereof, so signed
and sealed, shall before all tribunals, and for all purposes, be
final and conclusive evidence of the truth and accuracy of what
it states concerning the action of said special commission, and
it shall be the duty of the governor to furnish to the president
of any of the companies which it is proposed to merge or con-
solidate, as many duplicates (not exceeding twenty-five) of any
such certificate, duly signed and sealed, as aforesaid, as such
president may request. After a resolution of said special com-
mission, approving a merger or consolidation, shall have been
filed with the State corporation commission, as aforesaid, such
resolution, and copies thereof and extracts therefrom, duly cer-
tified by the State corporation commission, under its seal, shall
be legal evidence of the action of the said special commission
so certified. All expenses of said special commission shall be
paid for by the governor out of his contingent fund. It shall
not be lawful for any proxy or proxies voting stock in which
the Commonwealth has any proprietary interest, legal or equi-
table, to vote the same in opposition to any plan or agreement
of merger or consolidation which shall have been submitted to,
and approved by, said special commission, as in this act pro-
vided; and it shall be the duty of all proxies voting any such
stock to vote the same in favor of any such proposed plan or
agreement of merger or consolidation which shall have been so
submitted to, and approved .by, said special commission; the
action of said special commission in so approving of any such
plan or agreement of merger or consolidation, so submitted to
it, shall be treated as tantamount and equivalent to a vote of
all such last-named stock in favor of such plan or agreement
of merger or consolidation; and, at any meeting of stockholders
at which the ratification, approval, authorization, or confirma-
tion, by the stockholders, of any such plan or agreement of mer-
ger or consolidation (which shall have been approved by said
special commission) shall be voted upon, all stock in which the
Commonwealth has any proprietary interest, legal or equitable,
shall be recorded as voting, and shall then and thereafter always
be treated and regarded as having voted, at such meeting, in
favor of the ratification, approval, authorization or confirma-
tion (as the case may be) of such plan or agreement of merger
or consolidation, as said special commission shall have thereto-
fore approved. In event of any merger or consolidation effect-
ed under the provisions of this act, the person or persons in
whose name there shall stand upon the books of the company
any stock or other securities of such company in which the
Commonwealth has a proprietary interest, legal or equitable,
shall dispose of said stock or securities by surrendering and ex-
changing the same for new stock or new securities, or other-
wise, in accordance with the terms of such merger or consolida-
tion, as approved by said special commission.
This section six of this act, and any and all parts thereof,
so far as concerns the method by which the Commonwealth may
give its approval of any proposed merger or consolidation of
any such railroad company as is described in the first section of
this act, may be amended, from time to time, by act of general
assembly.

7. The proviso contained in sub-section (e) of section two
of chapter two of an act entitled ‘an act concerning corpora-
tions,” which became a law on May twenty-first, nineteen hun-
dred and three, as heretofore amended by an act approved
March seventeenth, nineteen hundred and six, which said pro-
viso is in the following words: ‘Provided, however, that no
transportation company in which the State owns stock, bonds or
other dividend obligations shall be merged under the provisions
of this act until and except the State shall consent thereto by
future legislative enactment, and the State corporation commis-
sion shall have determined and entered upon its records that
the terms of said contract of merger are fair and just to the
State and the interests of the State are properly provided for
and protected therein,’ and also the second and third sections
of the act entitled “‘an act to authorize any railroad corporation
chartered by the general assembly of the State of Virginia to
surrender its entire legislative charter and to take a new char-
ter under the present Constitution and general laws of the State,
relinquishing special privileges and special disabilities, and pro-
viding the manner for so doing,” which was approved March
twelfth, nineteen hundred and eight, and also an act entitled
‘an act to authorize the sinking fund commissioners of the State
of Virginia to convert the stock and dividend obligations of the
Richmond, Fredericksburg and Potomac railroad company into
stocks of said company under any new charter or amendments
of its charter which said company may hereafter acquire,”
which was approved March fourteenth, nineteen hundred and
eight, are hereby declared to be inconsistent with this present
act, and with the purposes and objects thereof, and are hereby
repealed; and in addition thereto, all other acts and parts of
acts which may be inconsistent with this present act, or with
any part thereof, are, to the extent of such inconsistency, here-
by repealed.