Capital stock Divided into shares Board of directors Annual meeting 2. The capital stock of said corporation shall be one million dollars, but may be increased at any meeting of the stockholders called for that purpose upon such notice as the board of directors may deem proper, so as not to exceed thirty thousand dollars per mile for each mile of double-track railroad, or fifteen thousand dollars per mile for each mile of single-track railroad, which said company shall build or own in this state or other states, divided into shares of one hundred dollars each. 3. The persons first named in this act shall constitute the first board of directors of the said company, and shall continue in office until the first meeting of the stockholders thereof. 4. The annual meeting of the stockholders of the said com pany may be held at the city of Washington on the Wednesday after the second Monday in January of each year, or on such other day and at such other place as the stockholders may by resolution adopted in any annual meeting, to take effect at Who entitled the next annual meeting, prescribe. At all stockholders' meet to vote Books of subscription to be opened ings subscribers who have met all calls on their stock shall be entitled to one vote, which may be cast in person, or by written proxy, for each share so held, but such subscribers as are in arrears shall not be entitled to vote for cach share of stock. 5. The directors of said corporation, after organization, may open the books for subscription of stock from time to time, as they choose, until the stock is fully taken and instalments on original subscriptions of stock, as well as those afterwards How subscrip- received, shall be paid, at such times and places and in such tions paid amounts as said directors, either by the by-laws or by special resolution, may prescribe. Purposes of charter 6. The said Richmond and Southwestern railway company shall be and is hereby authorized and empowered to locate, construct, build and complete a railroad with such number of tracks as said corporation may desire, and for that purpose shall be entitled to acquire title to a continuous line of one hundred feet in width of land, with such additional ground as may be necessary for the use of said road from any point they may select at or near Pound gap or Cumberland gap, on the southeastern boundary line of the state of Kentucky, passing through the counties of Russell, Tazewell, Bland, Giles, and Craig to the city of Richmond, and through said city of Richmond, to such point as may be selected by said company at Construction tidewater in said state of Virginia; but this act shall not be of act Quorum Power to consolidate its railway with other roads construed as interfering with any of the franchises or privi leges of the James River and Kanawha company or the Bu chanan and Clifton Forge railway company. 7. A majority of said board of directors of the corporation hereby created shall constitute a quorum for the transaction of all business of said corporation which could be transacted by a full board of directors. 8. Said company shall have power to unite, consolidate or connect its railroad with any other line of railroad constructed or which may be constructed in this state, upon such terms as may be agreed upon between the companies so uniting, connecting or consolidating, and for that purpose full power is hereby given to said company to make and execute such contracts with any other company as will secure the objects of such connections, by lease or otherwise; and said other company is hereby empowered to so contract with the corporation hereby created for the purposes specified. 9. Any railroad company with whose road the aforesaid road Power to conmay intersect or connect is hereby authorized and empowered to subscribe to necting roads to subscribe to the capital stock of this company any sum not capital stock. exceeding one million dollars, and shall have the same rights, privileges and powers as other stockholders in this company, and shall be subject to the same conditions, restrictions and limitations as other stockholders therein. 10. The said company is hereby authorized from time to time Power to borto borrow such sum or sums of money as may be necessary for row money the completing, equipping, furnishing, operating and maintain rest perty into stock ing their said railroad, and to issue the bonds of said company at Rate of intesuch rate of interest, not exceeding seven per centum per annum, and sell said bonds at such discount as may be thought for the benefit of the company, and to mortgage their corporate pro- Power to perty and franchises, or convey the same by deed of trust, to mortgage prosecure the payment of any debt contracted by said company for the purposes aforesaid; and the said directors of said com- Creditor may pany may confer on any bondholder of any bond issued for convert debt money, borrowed as aforesaid, the right to convert the principal due or owing thereon into stock of said company at any time, and may further authorize the holder of any such bond to vote at any and all elections for the election of officers of said corporation under such regulations as the directors of said company may see fit to adopt; and any such bonds that may be sold or disposed of at a less rate than par shall be as valid and binding upon said company as if the same were sold for the par value thereof. the minutes of be received as 11. Copies from the minutes of proceedings of the board of Copies from directors of said corporation, and of the by-laws adopted by board of directhem, when certified by the secretary of the corporation under tors when to its common seal, shall be received in all courts and elsewhere evidence as evidence of the organization of said company, and of the appointment of officers and agents of the company, and of the rules and by-laws governing said company, and of any order made or action taken by said board of directors, to the same extent that the original records could be used as evidence, and no further. received in 12. Said board of directors is hereby authorized, if it deems What may be it advisable, to receive in payment of any subscription for payment of stock in said company any property, personal or real, adapted subscriptions to the construction, or operation, or maintenance of said road, or which, by sale or exchange, they deem may be converted to the use of said road, or may receive any part of such subscription in labor or materials, and cn receiving full payment of such subscription in any such manner, may issue to such subscribers certificates of stock therefor; and said board may contract for labor and supplies, or material for the construction of said road and its appendages, or the maintenance or Mining and manufacturing compa nies may subscribe to capi tal stock lands and mortgage same operating the same, and for property which, or its proceeds, may be beneficial and useful to said company in carrying out the objects of the company, and pay therefor wholly or partially in the capital stock of said company. 13. Any corporation engaged in mining or manufacturing, or other business, in this state or elsewhere, may subscribe for and hold stock in said company, and any person or corporation holding or owning lands in this or any adjoining state may donate the same to or subscribe for stock in said company, Power to hold payable in land; and it shall be lawful for said company to receive and hold the title to all lands so acquired or which it may purchase, and to possess, occupy, manage, improve and develop the same as fully as a natural person could lawfully do, or to lease, sell, and convey at pleasure or mortgage and encumber its lands upon such terms and for such objects as the interests and business of said company may require; but How long real all real estate so acquired shall be disposed of within thirty years from the completion of the road, and thereafter said company shall not acquire or hold any more land or other real estate than shall be absolutely necessary for its use in the location and erection of depots, station houses, shops and wharves, with the usual breadth of land allowed along its roadbed, as provided by the general railroad law of this state. estate may be held Power to construct branch railroads Rights and powers and powers. 14. Said company shall be and is hereby authorized and empowered to construct, maintain and operate branch roads, not exceeding twenty-five miles in length, from the main line of their aforesaid railroad or from any point or points thereon, and may, under the authority of any other state or states, extend the said railroad to any point or points in such state or states; and in the construction, maintaining and operating the said extensions and branch roads in this section authorized the said company are hereby vested with all the powers, rights, immunities and privileges as are in this act given and conferred upon them for building and operating the said railroad herein authorized to be built and operated. General rights 15. The said company shall be entitled to all the powers, authorities and privileges contained in all general laws of the state applicable to railway companies. Commencem't 16. This act shall take effect and be in force from and after its passage. §§ 3 and 8 of CHAP. 23.-An ACT to amend and re-enact sections 3 and 8 of an act approved January 11, 1877, enlarging the powers of the Royal Land Company so as to secure a connection for its railroad with the city of Richmond and otherwise to enlarge its powers. Approved February 2, 1880. 1. Be it enacted by the general assembly, That sections charter of the three and eight of an act approved January eleventh, eighteen hundred and seventy-seven, entitled an act to amend the char Royal Land company amended ter of the Royal Land Company of Virginia, and to enlarge of Virginia the corporate powers and franchises so as to enable it to purchase, construct and operate a ralroad from its lands to the Potomac river, and ship from the terminus thereof minerals and merchandise, be amended and re-enacted so as to read as follows: rights, &c., of §3. That it shall and may be lawful for the Royal Land Power to purCompany of Virginia to purchase and hold the rights, fran- chase and hold chises and privileges of the Shenandoah Valley and Ohio rail- Shenandoah Valley & Ohio road company, heretofore incorporated by the general assem- railroad combly, upon such terms and conditions as may be agreed on by pany and between the stockholders of the said railroad company and the Royal Land Company of Virginia; and upon the completion of such purchases, all the rights, franchises, privileges, property and things of the said Shenandoah Valley and Ohio railroad company shall pass to and shall be absolutely vested and incorporated in the Royal Land Company of Virginia; and it shall be lawful for the Royal Land Company of Virginia, in the construction of the said Shenandoah Valley and Ohio railroad, to diverge and deviate from the prospected route named in the act of incorporation of the said railroad, and to construct its railroad along or near the following route: that Route of road is to say, beginning at such point or points at or near the western boundary of this state, in the counties of Rockingham or Augusta, Virginia, on the West Virginia line; running thence to Harrisonburg, in Rockingham county; thence through the Blue Ridge by Swift Run gap, or some other gap in said ridge, if they should find one better suited to their purposes, through the counties of Orange, Greene or Madison at, to or near Orange Courthouse, at the points designated in section first of said chapter, and through the other counties in said section; and Power to conthat it shall be lawful for the Royal Land Company of Vir- Struct, &c., ginia to construct, purchase, own or operate a branch from any and make conpoint on its line of railroad to a point on the James river at other roads or near the city of Richmond, or to a point of convenient connection with any other railroad having a terminus at said city; and that it shall be lawful for said Royal Land Company to Power to exextend its line to such point or points at or near the western tend its line boundary of this state as it may find necessary or convenient in order to connect its road and interchange its business with the railroads which now exist, or which may hereafter exist, beyond the limits of this state; and that it shall be lawful for said company to construct, purchase, own or operate any railroad with which its lines may connect or with which it may desire to interchange business, either within the limits of this state or at or beyond the boundaries thereof, and to unite with the company owning such railroad, either by purchase, sale or consolidation, upon such terms as may be agreed upon between the parties, and such united or consolidated company may take the name of the Potomac and Western railway company, or Name such other name as they see fit, and under such name transact its business; and such united or consolidated company may branch roads nection with ers General pow- have and exercise within the limits of this state all and singu lar the powers, rights, privileges, franchises and immunities hereby or heretofore granted to said Royal Land Company, or to the company or companies with which it may so unite, under or by virtue of the laws of this state, and may have and exercise, beyond the limits of this state, all such powers, rights, privileges, franchises and immunities as may have been granted to the company or companies with which it shall so unite or consolidate, or whose railroads it shall construct, purchase, own or operate under or by virtue of the laws of the state or states in which the same shall exist. Capital stock § 8. That it shall be lawful for such united or consolidated company to create and issue its capital stock to such amount as may be fixed and determined by the stockholders of said land company, at a meeting duly called for that purpose, not less than three-fifths of such stockholders voting therefor; and To issue bonds also to make, execute and at its discretion to sell and dispose of its bonds, secured upon the property and franchises of the corporation, bearing such rate of interest as it may deem expedient, not exceeding eight per centum per annum, and to an amount not exceeding the amount of its authorized capital stock. Rate of interest Commencem't 2. This act shall be in force from its passage. Corporators Corporate name Purpose CHAP. 24.-An ACT to incorporate the Virginia and North Carolina Approved February 2, 1880. 1. Be it enacted by the general assembly of Virginia, That it shall be lawful for the following named persons, namely: Jason W. Mixter, E. L. Edes, John C. Hart, Thomas Jones and W. T. Hart, and such persons as hereafter may be associated with them, be and they are hereby created and incorporated and made a body politic and corporate under the name and style of The Virginia and North Carolina Mining and Transportation Company, for the purpose of mining, transporting and manufacturing iron ore, coal, limestone, zinc or any ores in the counties of Pulaski, Wythe, Carroll or Grayson, and with the privilege and right to make or assist other joint stock companies or corporations or association of individuals in making roads, tramways or railroads from their mines by the most practicable routes to intersect the Atlantic, Mississippi and Ohio railroad at or west of Martin's station: provided hereby, no road, tramway or railroad shall exceed eighty miles in length. May subscribe And the Virginia and North Carolina Mining and Transportation company may, for the purpose indicated, subscribe to, purchase or hold shares in the capital stock of any company, or corporation or association of individuals now in existence or which may hereafter be formed for building any such roads, Privileges to capital stock of other companies |