Chap. 212.—An ACT to amend and re-enact section 3857 of the Code of Vir-
ginia. CH B 431]
Approved March 16, 1920.

I. Be it enacted by the general assembly of Virginia, That section
thirty-eight hundred and fifty-seven of the Code of Virginia be
amended and re-enacted so as to read as follows:

Sec. 3857. How articles of association executed and acknowl-
edged; duties of the commission and the secretary of the Common-
wealth as to issuance or refusal of charter; vesting of corporate
powers.—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 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 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 association, with all endorsements thereon, and the order of the
State corporation commission shall be certified to the secretary of
the Commonwealth as required by law, and by him 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
commission, 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 such other persons as may be asso-
clated with them, according to the provisions of their charter, and
their successors, 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 to conflict with this chapter ;
and in addition shall have all the general powers, and be subject to all
the general restrictions conferred and imposed on corporations by
chapter one hundred and forty-seven, and the laws of this State
telating 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 addi-
tional tracks or facilities or for any other work or thing mentioned in
sub-section (f) of this section; and for such purposes by its officers
and servants, to enter upon the lands or waters of any person, but sub-
ject 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, main-
tenance, and accommodation of its railroad, its terminals and appurte-
nances.
(c) To purchase, lease, or otherwise acquire, hold and use all
such real estate or other property as may be necessary for the con-
struction and maintenance of its railroads, its terminals, depots, sta-
tions, and other accommodations necessary to accomplish the objects
of its incorporation.

(d) To lay out its road as in its said articles of association, or in
this chapter 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 tele-
phone 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
company incorporated under the laws of this State, or another State,
or of this State and another, or other State, or under the laws of the
United States, or any works, property, and franchises or any part
thereof suitable 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, or of any other State, and any railroad company incor-
porated 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 franchises, or any
part thereof, to any other such corporation chartered or organized
under the laws of this State, or any other State, and any owner or
owners of any works, property, or franchises suitable for railroad pur-
poses are hereby authorized and empowered to sell or lease such
works, property, or franchises, or any part thereof, to any railroad
corporation organized under the laws of this State, or of any other
State, but nothing in this chapter shall authorize or be construed to
permit the purchase, lease, sale, consolidation or merger of the works,
property, or franchises of railroads competitive 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 lines be
operated by same or different motive power, except that this proviso
shall not prevent the sale or lease by any railroad company incor-
porated 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 suitable
for railroad purposes of all its or their uncompleted works and prop-
erty and the franchises relating thereto, or any part thereof, to any
railroad 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 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 anv uncompleted works, property, or franchises suitable for
railroad purposes, may, with the consent of the State corporation com-
mission first obtained, sell or lease such uncompleted works and prop-
erty 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 notwithstanding. But the con-
sent as aforesaid of the State corporation commission shall not be
given if in the judgment of said commission the purpose of such pro-
posed sale or lease is, or the effect thereof will be to prevent competi-
tion between the. corporations, parties to the said sale or lease, which
would exist, or might have existed, or arisen between said corpora-
tions except for said sale or lease; but no transportation company in
which the State owns stock, bonds, or other divided obligations shall
be merged under the provisions of this chapter until and except the
State shall consent thereto by legislative enactment and the State
corporation commission 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. Nothing in this chapter shall be construed to
hmit 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. Should any railroad cor-
poration heretofore chartered by an act of the general assembly of this
State be merged or consolidated into or be acquired by a foreign cor-
poration in such way that the corporation of this State thereby loses
its identity as a corporation of this State, then such foreign corpora-
tion or 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 instru-
ment 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 jurisdiction of its courts.

(f) In the event the said corporation cannot, because of the in-
capacity 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 unknown, agree on terms of purchase with those en-
titled to any land, sand, earth, gravel, water, or other material neces-
sary 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, sta-
tions, shops, yards, terminals, or additional tracks or facilities, or
for other necessary railroad purposes, it may proceed for the con-
demnation thereof in the manner and under the restrictions prescribed
by the general statute of this State relative to the condemnation of
lands; but such corporation shall not take, by condemnation pro-
ceedings, 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 improvement 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 chap-
ter, have power to do the business of a general electric-lighting and
power company, with all the rights, powers and privileges of such
companies as fully and effectively as if such corporations were created
under the provisions of chapter one hundred and fifty.

(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 amendatory thereof, or supplemental thereto, and subject to
all the restrictions imposed by law on such corporations.