CHAPTER 667

An Act to amend and reenact §§ 62-106.1 through 62-106.8, 62-106.7,
and 62-106.8 of the Code of Virginia, and to amend the Code of Vir-
ginia by adding thereto sections numbered 62-106.10 through
62-106.19, the amended and new sections relating to the Virginia
State Ports Authority; the new sections relating specifically to the
custody of funds, Authority accounts and records and the issue of
revenue bonds.

[H 512]

Approved April 7, 1954
Be it enacted by the General Assembly of Virginia:

1. That §§ 62-106.1 through 62-106.3, 62-106.7 and 62-106.8 of the Code
of Virginia be amended and reenacted and that the Code of Virginia be
amended by adding thereto sections numbered 62-106.10 through 62-106.19,
as follows:

§ 62-106.1. The Division of Ports of the Department of Conserva-
tion and Development is hereby abolished. The powers and duties of the
Department and Director of Conservation and Development and the Divi-
sion of Ports, of the Board of Conservation and Development, and of the
Advisory Committee on Ports, in so far as the foregoing relate to ports,
are hereby transferred to, conferred upon, and vested in the Virginia
State Ports Authority, hereinafter referred to as Authority.

The Authority is created as a body corporate and as such shall have,
and is hereby vested with, the powers and duties hereinafter conferred in
this Chapter.

§ 62-106.2. All powers, rights and duties conferred by this chapter,
or other provisions of law upon the Authority shall be exercised by the
Board of Commissioners of the Virginia State Ports Authority, herein-
after referred to as Board or Board of Commissioners. The Board shall
consist of seven members to be appointed by the Governor, subject to
confirmation by the General Assembly, and who shall serve at the pleasure
of the Governor for terms of six years each, the initial appointments to
be two members for terms of six years, two members for terms of five
years, two for terms of four years, and one for a term of three years,
and subsequent appointments to be made for terms of six years, except
appointments to fill vacancies, which shall be made for the unexpired
term. They shall receive their expenses and per diem of fifteen dollars
for each day spent on business of the Board. ;

The Board shall appoint the chief executive officer of the Authority,
who shall not be a member thereof, to be known as the Executive Director
* and whose compensation from the State shall be fixed by the Board in
accordance with law. The Board shall employ or retain such other agents
or employees subordinate to the Executive Director as may be necessary.
The Board shall elect from its membership the chairman, vice-chairman,
* and secretary and treasurer, and prescribe their powers and duties. ©

The Board may also appoint from the staff an assistant secretary and
an assistant treasurer, who shall, in addition to other duties, discharge
such functions of the secretary and treasurer, respectively, as may be
directed by the Board.

§ 62-106.3. The Executive Director shall exercise such of the powers
and duties relating to ports conferred upon the Board as may be delegated
to him by the Board, including powers and duties involving the exercise
of discretion. The Executive Director shall also exercise and perform such
other powers and duties as may be lawfully delegated to him, and such
powers and duties as may be conferred or imposed upon him by law.

§ 62-106.7. Through the Board, the State of Virginia may engage
in promoting, developing, constructing, equipping, maintaining, and oper-
ating the harbors or seaports within the State, or its jurisdiction, by
means of acquiring or constructing, maintaining and operating at such
seaports or harbors water craft and terminal facilities necessary or useful
in connection therewith. The Authority is charged with the accomplish-
ment of the following general purposes, all or any of them, which are
intended to broaden, and not to restrict, any other powers given to it in
this chapter, namely:

(a) To develop and improve the harbors or seaports of this State for
the handling of water-borne commerce from and to any part of the State
of Virginia and other states and foreign countries;

(b) To acquire, construct, equip, maintain, develop and improve such
harbors or seaports and their port facilities;

(c) To foster and stimulate the shipment of cargoes and commerce
through such ports, whether originating within or without the State of
Virginia, including the investigation and handling of matters pertaining
to all transportation rates and rate structures affecting the same;

(d) To compile and disseminate in a single publication, so far as
practicable, all port charges, rules and practices in effect at the several
ports in this State;

(e) To cooperate with the United States of America, and any
agency, department, corporation or instrumentality thereof, in the main-
tenance, development, improvement and use of such harbors and seaports;

(f) To accept funds and property from persons, counties, cities and
towns, and to use the same in such manner, within the purposes of the
Authority, as shall be stipulated by the grantor, and to act as agent or
instrumentality for any of such persons, counties, cities or towns in any
matter coming within the general purposes of such Authority; counties,
cities and towns are hereby authorized to make grants to the Authority
for its purposes and to appoint it as agent;

(g) To act as agent for the United States of America, or any agency,
department, corporation or instrumentality thereof, in any matter coming
within the purposes or powers of the Authority ;

(g-1) To issue revenue bonds for the acquisition, construction, recon-
struction or control of harbors, seaports and their port facilities.

(h) And in general to do and perform any act or function which
may tend to or be useful toward the development and improvement of the
harbors and seaports of this State, and to the increase of commerce,
foreign and domestic, through its harbors and seaports;

(i) But the Authority shall not be authorized or empowered to expend
funds appropriated by the General Assembly on, nor to incur any indebted-
ness on account of, improvement, repair, maintenance, or addition to real
or personal property belonging to anyone other than the Authority or the
Commonwealth of Virginia.

§ 62-106.8. In order to enable it to carry out the purposes of this
chapter, the Authority, but without pledging the faith and credit of the
Commonwealth of Virginia;

(a) Is vested with the powers of a body corporate, including the
power to sue and be sued, to make contracts, and to adopt and use a com-
mon seal and to alter the same as may be deemed expedient;

(b) Is authorized and empowered to rent, lease, buy, own, acquire,
mortgage and dispose of such property, real or personal, as the Authority
deems proper to carry out the purposes and provisions of this chapter, all
or any of them;

(c) Is authorized and empowered to acquire, construct, maintain,
equip and operate any wharves, docks, ships, piers, quays, elevators, com-
pressors, refrigeration storage plants, warehouses and other structures,
and any and all facilities needful for the convenient use of the same in the
aid of commerce, including the dredging of approaches thereto, and the
construction of shipping facilities, and transportation facilities incident
thereto and useful or convenient for the use thereof ;

(d) May appoint and employ and dismiss at pleasure such employees
as may be selected by the Board. The Board may retain legal counsel,
subject to the approval of the Attorney General, to represent the Board
in rate cases and all other hearings, controversies, or matters involving
the interests of the Board and the furtherance of its duties: :

(e) Is authorized to establish and maintain a traffic bureau or other
office to investigate and seek improvement in rates, rate structure, prac-
tices and charges affecting the Virginia ports so as to increase the com-
merce of such ports;

(f) Is authorized and empowered to apply for and accept grants of
money or other property from any federal agency for any and all of the
purposes authorized in this chapter, and to expend or use the same in
accordance with the directions and requirements attached thereto or
imposed thereon by any such federal agency;

(f-1) Is authorized and empowered to issue periodicals and to carry
and charge for advertising therein;

(f-2) Is authorized to establish and maintain branch offices within
and without the State and the United States;

(f-8) Is authorized to employ, fix and pay compensation of employees
within and without the State and the United States without regard to
whether such employees are citizens of the United States;

(f-4) Is authorized to issue revenue bonds for the acquisttion, con-
struction, reconstruction or control of harbors, seaports and facilities used
in connection therewith;

(z) Is vested with power to adopt, alter or repeal its own by-laws,
rules and regulations governing the manner in which its business may be
transacted and in which the power granted to it may be enjoyed, and may
provide for the appointment of such committees, and the functions
thereof, as the Authority may deem necessary or expedient in facilitating
its business;

(h) Is authorized and empowered to do any and all other acts and
things in this chapter authorized or required to be done, whether or not
included in the general powers in this section mentioned.

§ 62-106.10. The Authority shall have the custody and use of all
moneys received by it as revenues from any of tts facilities and activities.

§ 62-106.11. The accounts and records of the Authority showing the
receipt and disbursement of funds from whatever source derived, shall
be in such form as the auditor of public accounts prescribes; provided that
such accounts shall correspond as nearly as possible to the accounts and
records for such matters maintained by corporate enterprises.

§ 62-106.12. (A) As used in this section and in §8§ 62-106.13 thru
62-106.18 the words “port facility’ shall mean harbors, seaports and
all facilities used in connection therewith.

The word “cost” as used in this chapter shall embrace the cost of
construction, the cost of the acquisition of all land, rights of way, property,
rights, easements and interests acquired by the Authority for such con-
struction, the cost of all machinery and equipment, financing charges,
interest prior to and during construction and, if deemed advisable by the
Authority, for one year after completion of construction, engineering and
legal expenses, cost of plans, specifications, surveys and estimates of cost
and of revenues, other expenses necessary or incident to determining the
feasibility or practicability of constructing any port facility, administrative
expense, the creation of a working capital fund for placing the port facility
in operation, and such other expense as may be necessary or incident to
the construction of such port facility, the financing of such construction
and the placing of the same in operation.

(B) The Authority is hereby authorized to provide by resolution for
the issuance, at one time or from time to time, of revenue bonds of the
Authority for the purpose of paying all or any part of the cost of any
Authority project for the acquisition, construction, reconstruction or con-
trol of port facilities or of any portion or portions thereof. The principal
of and the interest on such bonds shall be payable solely from the funds
herein provided for such payment. The bonds of each issue shall be dated,
Shall bear interest at such rate or rates not exceeding five per centum
(5%) per annum, shall mature at such time or times not exceeding forty
years from their date or dates, as may be determined by the Authority,
and may be made redeemable before maturity, at the option of the Author-
ity, at such price or prices and under such terms and conditions as may
be fixed by the Authority prior to the issuance of the bonds. The Authority
Shall determine the form of the bonds, including any interest coupons to
be attached thereto, and shall fix the denomination or denominations of
the bonds and the place or places of payment of principal and interest,
which may be at any bank or trust company within or without the Com-
monwealth. The bonds shall be signed by the Executive Director of the
Authority or shall bear his facsimile signature, and the official seal of
the Authority or a facsimile thereof shall be impressed or imprinted
thereon and attested by the Secretary and Treasurer of the Authority,
and any coupons attached thereto shall bear the facsimile signature of the
Executive Director of the Authority. In case any officer whose signature
or a facsimile of whose signature shall appear on any bonds or coupons shall
cease to be such officer before the delivery of such bonds, such signature
or such facsimile shall nevertheless be valid and sufficient for all purposes
the same as if he had remained in office until such delivery. All bonds
issued under the provisions of this chapter shall have and are hereby
declared to have all the qualities and incidents of negotiable instruments
under the Negotiable Instruments Law of the Commonwealth. The bonds
may be issued in coupon or in registered form, or both, as the Authority
may determine, and provision may be made for the registration of any
coupon bonds as to principal alone and also as to both principal and interest,
for the reconversion into coupon bonds of any bonds registered as to both.
principal and interest, and for the interchange of registered and coupon
bonds. The Authority may sell such bonds in such manner, either at public
or private sale, and for such price, as it may determine will best effect the
purposes of this chapter.

The proceeds of the bonds of each issue shall be used solely for the
payment of the cost of acquisition, construction, reconstruction and control
of port facilities or the portion thereof for which such bonds shall have
been issued, and shall be disbursed in such manner and under such restric-
tions, if any, as the Authority may provide in the resolution authorizing
the issuance of such bonds or in the trust agreement hereinafter men-
tioned securing the same. If the proceeds of the bonds of any issue, by
error of estimates or otherwise, shall be less than such cost, additional
bonds may in like manner be issued to provide the amount of such defictt,
and unless otherwise provided in the resolution authorizing the issuance
of such bonds or in the trust agreement securing the same, shall be deemed
to be of the same issue and shall be entitled to payment from the same
fund without preference or priority of the bonds first issued. If the pro-
ceeds of the bonds of any issue shall exceed such cost, the surplus shall be
deposited to the credit of the sinking fund for such bonds, or, if such bonds
shall have been issued for paying the cost of a portion of the project, such
surplus may be applied to the payment of the cost of any remaining portion
of the project.

Prior to the preparation of definitive bonds, the Authority may,
under like restrictions, issue interim receipts or temporary bonds, with
or without coupons, exchangeable for definitive bonds when such bonds
shall have been executed and are available for delivery. The Authority
may also provide for the replacement of any bonds which shall become
mutilated or shall be destroyed or lost. Bonds may be issued under the
provisions of this chapter without obtaining the consent of any depart-
ment, division, commission, board, bureau or agency of the Common-
wealth, and without any other proceedings or the happening of any other
conditions or things than those proceedings, conditions or things which
are specifically required by this chapter.

§ 62-106.18. In the discretion of the Authority any bonds issued
under the provisions of this chapter may be secured by a trust agree-
ment by and between the Authority and a corporate trustee, which may
be any trust company or bank having the powers of a trust company
within or without the Commonwealth. Such trust agreement or the reso-
lution providing for the issuance of such bonds may pledge or assign
the revenues to be received, but shall not convey or mortgage the port
facilities or any part thereof. Such trust agreement or resolution pro-
viding for the issuance of such bonds may contain such provisions for
protecting and enforcing the rights and remedies of the bondholders as
may be reasonable and proper and not in violation of law, including
covenants setting forth the duties of the Authority in relation to the
acquisition of property and the construction, improvement, maintenance,
repair, operation and insurance of the port facilities or the portion
thereof in connection with which such bonds shall have been authorized,
the rates to be charged, the custody, safeguarding and application of all
moneys, and conditions or limitations with respect to the issuance of
additional bonds, It shall be lawful for any bank or trust company incor-
porated under the laws of the Commonwealth which may act as deposi-
tory of the proceeds of bonds or of revenues to furnish such indemnifying
bonds or to pledge such securities as may be required by the Authority.
Any such trust agreement may set forth the rights and remedies of the
bondholders and of the trustee, and may restrict the individual right of
action by bondholders. In addition to the foregoing, any such trust agree-
ment or resolution may contain such other provisions as the Authority
may deem reasonable and proper for the security of the bondholders.
All expenses incurred in carrying out the provisions of such trust agree-
ment or resolution may be treated as a part of the cost of the operation
of the port facilities or portion thereof.

§ 62-106.14. The Authority is hereby authorized to fix and revise
charges for the use of the port facilities under its control and the differ-
ent parts or sections thereof, and to contract with any person, partner-
ship, association or corporation desiring the use of any part thereof, and
to fix the terms, conditions, rents and rates of charges for such use.
Such charges shall be so fixed and adjusted in respect of the aggregate
of charges from the port facility or the portion or portions thereof in
connection with which bonds shall have been issued under the provisions
of this chapter as to provide a fund sufficient with other revenues, if
any, to pay (a) the cost of maintaining, repairing and operating such
port facility or portion or portions and (b) the principal of and the
interest on such bonds as the same shall become due and payable, and
to create reserves for such purposes. Such charges shall not be subject
to supervision or regulation by any commission, board, bureau or agency
of the Commonwealth or of any municipality, county or other political
subdivision of the Commonwealth. The charges and all other revenues
derived from the port facility or portion or portions in connection with
which such bonds shall have been issued except such part thereof as may
be necessary to pay such cost of maintenance, repair and operation and
to provide such reserves therefor as may be provided for in the resolu-
tion authorizing the issuance of such bonds or in the trust agreement
securing the same, shall be set aside at such regular intervals as may be
provided in such resolution or such trust agreement in a sinking fund
which is hereby pledged to, and charged with, the payment of the prin-
cipal of and the interest on such bonds as the same shall become due,
and the redemption price or the purchase price of bonds retired by call
or purchase as therein provided. Such pledge shall be valid and binding
from the time when the pledge is made; the charges and other revenues
or other moneys so pledged and thereafter received by the Authority shall
immediately be subject to the lien of such pledge without any physical
delivery thereof or further act, and the lien of any such pledge shall be
valid and binding as against all parties having claims of any kind in
tort, contract or otherwise against the Authority, irrespective of whether
such parties have notice thereof. Neither the resolution nor any trust
agreement by which a pledge is created need be filed or recorded except
in the records of the Authority. The use and disposition of moneys to
the credit of such sinking fund shall be subject to the provisions of the
resolution authorizing the issuance of such bonds or of such trust agree-
ment. Except as may otherwise be provided in such resolution or such
trust agreement, such sinking fund shall be a fund for all such bonds
without distinction or priority of one over another.

§ 62-106.15. All moneys received pursuant to the provisions of this
chapter, whether as proceeds from the sale of bonds or as revenues, shall
be deemed to be trust funds to be held and applied solely as provided in
this chapter. The Authority shall, in the resolution authorizing the bonds
or in the trust agreement securing such bonds, provide for the payment
of the proceeds of the sale of the bonds and the revenues to be received
to a trustee, which shall be any trust company or bank having the powers
of a trust company within or without the Commonwealth, who shall act
as trustee of the funds, and hold and apply the same to the purposes of
this chapter, subject to such regulations as this chapter and such resolu-
tion or trust agreement may provide. The trustee may invest and reinvest
such funds pending their need for the construction of the project mn
securities that are legal investments under the laws of the Common-
wealth for funds held by fiduciaries.

§ 62-106.16. Any holder of bonds, notes, certificates or other evt-
dences of borrowing issued under the provisions of this chapter or of
any of the coupons appertaining thereto, and the trustee under any trust
agreement, except to the extent the rights herein given may be restricted
by such trust agreement, may either at law or in equity, by suit, action,
injunction, mandamus or other proceedings, protect and enforce any and
all rights under the laws of the Commonwealth or granted by this chapter
or under such trust agreement or the resolution authorizing the issuance
of such bonds, notes or certificates and may enforce and compel the per-
formance of all duties required by this chapter or by such agreement or
resolution to be performed by the Authority or by any officer or agent
thereof, including the fixing of charges and collection of the same.

§ 62-106.17. The exercise of the powers granted by this chapter
Shall be in all respects for the benefit of the inhabitants of the Common-
wealth, for the increase of their commerce, and for the promotion of
their safety, health, welfare, convenience and prosperity, and as the
operation and maintenance of the project by the Authority will consti-
tute the performance of essential governmental functions, the Authority
Shall not be required to pay any taxes or assessments upon the project
or any property acquired or used by the Authority under the provisions
of this chapter or upon the income therefrom; and the bonds, notes, cer-
tificates or other evidences of debt issued under the provisions of this
chapter, their transfer and the income therefrom including any profit
made on the sale thereof, shall at all times be free and exempt from
taxation by the Commonwealth and by any municipality, county or other
political subdivision thereof.

§ 62-106.18. Bonds issued by the Authority under the provisions
of this chapter are hereby made securities in which all public officers and
public bodies of the Commonwealth and its political subdivisions, all
imsurance companies, trust companies, banking associations, investment
companies, executors, administrators, trustees and other fiduciaries may
properly and legally invest funds, including capital in their control or
belonging to them. Such bonds are hereby made securities which may
properly and legally be deposited with and received by any state or
municipal officer or any agency or political subdivision of the Common-
wealth for any purpose for which the deposit of bonds or obligations is
now or may hereafter be authorized by law.

§ 62-106.19. Revenue bonds issued under the provisions of this
chapter shall not be deemed to constitute a debt of the Commonwealth
or of any political subdivision thereof or a pledge of the faith and credit
of the Commonwealth or of any such political subdivision, but shall be
payable solely from the funds provided therefor from revenues. All such
revenue bonds shall contain on the face thereof a statement to the effect
that neither the Commonwealth nor the Authority shall be obligated to
pay the same or the interest thereon except from revenues of the port
facility and that neither the faith and credit nor the taxing power of
the Commonwealth or of any political subdivision thereof is pledged to
the payment of the principal of or the interest on such bonds.

All expenses incurred in carrying out the provisions of this chapter
shall be payable solely from funds provided under the authority of this
chapter and no liability or obligation shall be incurred by the Authority
hereunder beyond the extent to which moneys shall have been provided
under the provisions of this chapter.