CHAPTER 174

An Act to amend and reenact §§ 62-106.1 and 62-106.2, as amended,
62-106.4, 62-106.6, and 62-106.8 as amended, 62-106.12 and 62-106.14
of the Code of Virginia, relating generally to the Virginia State Ports
Authority and specifically to the composition, powers and duties of
such Authority, and to the powers of the Authority to impose and
collect charges for use of port facilities, and to create a sinking fund
for the payment of bonds, including the funds that may be paid
therein.

[H 314]

Approved March 4, 1958

Be it enacted by the General Assembly of Virginia:

1. That §§ 62-106.1 and 62-106.2, as amended, 62-106.4, 62-106.6 and
62-106.8 as amended, 62-106.12 and 62-106.14 of the Code of Virginia be
amended and reenacted as follows:

§ 62-106.1. The Division of Ports of the Department of Conservation
and Development is hereby abolished. * The Virginia State Ports Author-
ity, hereinafter referred to as 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. No person shall be eligible to serve
more than two successive terms; provided that a person heretofore or
hereafter appointed to fill a vacancy may be appointed to serve two addi-
tional terms. Incumbency during the current term when this amendment
takes effect shall constitute the first of the two successive terms with re-
spect to eligibility for appointment.

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, *
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.

§ 62-106.4. The * Authority shall, in the Hampton Roads Area, have
and maintain * its principal office, at which all of its records shall be kept,
and from which its business shall be transacted. It may, if necessary,
establish a branch office or offices within or without this State. The title to
all property of every kind belonging to the former Hampton Roads Port
Commission or the former State Port Authority of Virginia or the for-
mer Division of Ports, Department of Conservation and Development,
shall be vested in the Commonwealth of Virginia for the Virginia State
Ports Authority.

§ 62-106.6. * The * Authority shall, subject to the lawful regulation
and/or control of the United States government over the navigable waters
of this State, have and exercise the following rights and discharge the
following duties :

(*a) * To seek to effect a port co-ordination of the water terminals of
the several cities within the ports of this State and their administration,
and to promote a spirit of cooperation among these cities in the interest of
the ports as a whole.

(* b) * To initiate and further plans for the development of the ports
of this State and to keep informed as to the present and future require-
ments and needs of the ports of this State.

(*c) * To encourage and facilitate the creation of boards of munic-
ipal port commissioners within the ports of the State, and to cooperate
and advise with such cities and towns and aid in the development of the
several ports within the State, along progressive and constructive lines.

(*d) * To seek to secure the improvement of navigable tidal waters
within the State, where, in its opinion, such improvements are economically
justifiable.

§ 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 and to issue revenue bonds for buying or acquiring such
property;

(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 and to issue revenue
bonds for these purposes;

) May appoint and employ and dismiss at pleasure such employees
as it may * select *. The Authority may retain legal counsel, subject to
the approval of the Attorney General, to represent the * Authority in rate
cases and all other hearings, controversies, or matters involving the inter-
ests of the * Authority 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
or loans 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;

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

(f2) Is authorized to establish and maintain branch offices within and
without the State and the United States;

(£3) 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;

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

‘(g) 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; and

(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.

§ 62-106.12. (A) As used in this section and in §§ 62-106.13 through
62-106.18 the words “port facility” shall mean harbors, seaports and all
facilities used in connection therewith and shall include all those factli-
ties named in §§ 62-106.7(b), 62-106.8(b) and 62-106.8(c).

The word “cost” as used in this chapter shall embrace the cost of con-
struction, 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 payments. The bonds of each issue shall be dated,
shall bear interest at such rate or rates not exceeding five per centum 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 Authority, 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 Common-
wealth. The bonds shall be signed by the Executive Director of the Au-
thority 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 * 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 &
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 prinicipal 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 mentioned
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 deficit, 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 proceeds 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 por-
tion of the project.

Prior to the preparation of definitive bonds, the Authority may, under
like restrictions, issue interim receipts or temporary bonds, with or with-
out 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 department, division,
commission, board, bureau or agency of the Commonwealth, and without
any other proceedings or the happening of any other conditions or things
than those proceedings, conditions or things which are specifically re-
quired by this chapter.

§ 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 different
parts or sections thereof, and to contract with any person, partnership,
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 pur-
poses. Such eiarges 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 por-
tion 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 mainte-
nance, repair and operation and to provide such reserves therefor as may
be provided for in the resolution 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 principal 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. In addition to all other
powers granted to the Authority by this chapter, the Authority is hereby
authorized to pledge to the payment of the principal of and the interest
on any bonds under the provisions of this chapter any monies received
or to be received by it under any appropriation made to it by the General
Assembly, unless the appropriation is restricted by the General Assem-
bly to specific purposes of the Authority or such pledge is prohibited
by the law making such appropriation; provided, however, that nothing
herein shall be construed to obligate the General Assembly to make any
such appropriation.