said company, incorporated by this act, and their successors, forever; and the shares of the capital stock of the said company shall be deemed and considered personal estate, and shall be exempt from the imposition of any tax or burthen by the states assenting to this law.

19. And be it enacted, That the said president and directors shall annually, or semi-annually, declare and make such dividend as they may deem proper, of the net profits arising from the resources of the said company, after deducting the necessary current and probable contingent expenses; and that they shall divide the same amongst the proprietors of the stock of said company, in proper proportions to their respective shares.

20. And be it enacted, That if any person or persons shall wilfully, by any means whatsoever, injure, impair or destroy, any part of any rail road, constructed by said company under this act, or any of their necessary works, buildings, carriages, vehicles or machines, of said company, such person or persons, so offending, shall, each of them, for every such offence, forfeit and pay to the said company the sum of five hundred dollars, which may be recovered in the name of said company, by an action of debt, in the county court of the county wherein the offence shall be committed, and shall also be subject to indictment in said court, and upon conviction of such offence, shall be punished by fine and imprisonment, in the discretion of the court.

21. And be it enacted, That as soon as this act shall have been passed by the legislature of Maryland, books may be opened, subscriptions received, and the said company organized, and that when organized the said company, and the president and directors of the same, shall have all the powers, rights and privileges, granted by this act, and shall be subject to all its regulations in constructing or repairing any of the said rail roads or other necessary works or buildings which may or can be constructed within the limits of the state of Maryland, and in transporting persons, goods, merchandise, or property of any description, along any of said roads, and that the provisions of this act shall be wholly in force, as to all the property of the company, which may be situated or

may be within the state of Maryland, and which said company is permitted to hold under this act.

22. And be it enacted, That if said road shall not be commenced in two years from the passage of this act, and shall not be finished within this state in ten years from the time of the commencement thereof, then this act shall be null and void.

23. And be it enacted, That full right and privilege is hereby reserved to the citizens of this state, or any company hereafter to be incorporated under the authority of this state, to connect with the road hereby provided for, any other rail road leading from the main route to any part or parts of this state, provided that in forming such connection no injury shall be done to the works of the company hereby incorporated.

APPENDIX II

ARTICLES OF INCORPORATION UNDER

GENERAL LAWS

SOUTHERN RAILWAY COMPANY

JUNE 18, 1894

To all to whom these Presents may come:

The undersigned, whose names are hereto subscribed, CHARLES H. COSTER and ANTHONY J. THOMAS, a Purchasing Committee (hereinafter called PURCHASERS) who did purchase the railroad and other property of The Richmond and Danville Railroad Company at a sale thereof held in the City of Richmond on the 15th day of June, 1894, under a decree of foreclosure and sale entered on the 13th day of April, 1894, in a certain suit in equity pending in the Circuit Court of the United States of America for the Eastern District of Virginia, wherein the Central Trust Company of New York and others were complainants, and The Richmond and Danville Railroad Company, a corporation created by and existing under the laws of the State of Virginia, was defendant, in which suit it was sought to foreclose the consolidated mortgage, dated the 22d day of October in the year 1886, and upon or about that day duly executed, acknowledged and delivered by said railroad corporation to said Central Trust Company of New York, and subsequently supplemented and confirmed by said railroad corporation by instruments dated November 1, 1886,

and April 30, 1888, respectively, in which suit also it was undertaken to sell the whole of the mortgaged property and premises, being the rights, property, privileges and franchises of said The Richmond and Danville Railroad Company, to which Purchasing Committee the Special Masters appointed by said United States Circuit Court- to wit, Matthew F. PLEASANTS, THOMAS S. ATKINS and CHARLES PRICE-by deed bearing date the 18th day of June, 1894, in pursuance of the said decree of said Court and of other Courts in said deed mentioned did make conveyance of the said railroad and other property and franchises so purchased, more fully described in said deed, reference being hereby made to the same and to the record thereof this day made in the Chancery Court of the City of Richmond, in the State of Virginia, as fully as though the same were incorporated at length herein.

And the undersigned, whose names are also hereto subscribed to wit, SAMUEL SPENCER, ALEXANDER B. ANDREWS, FRANCIS LYNDE STETSON and WILLIAM A. C. EWEN (hereinafter called ASSOCIATES) — whom such purchasers have associated with them in this organization of a new corporation pursuant to Section 2 of the Act of Assembly of the Commonwealth of Virginia next hereinafter mentioned,

Bo hereby certify, In accordance with the statutes of the State of Virginia in such case made and provided, and especially in accordance with Section I of the Act of Assembly of the Commonwealth of Virginia entitled "An Act authorizing the purchasers of the Richmond and Danville Railroad, their assigns and successors, to become and be a corporation, to adopt a name therefor, and to possess and exercise general powers; and authorizing the leasing to or by, and the consolidation therewith of, other corporations," approved February 20, 1894, of which a copy marked "Schedule A" is hereunto annexed and made a part of this declaration.

FIRST. That the Purchasers and their Associates have elected to become a corporation under the said Act under the name of "SOUTHERN RAILWAY COMPANY."

SECOND. That the purposes of said corporation shall be

to have, hold, enjoy, possess and exercise the said railroad, property and franchises of The Richmond and Danville Railroad Company which passed to the Purchasers at the sale hereinbefore recited, and be invested with all the estate, right, title and interest in and to such railroad and other property with their appurtenances and all the franchises, rights and privileges thereto pertaining; and generally, and from time to time, to have, hold, enjoy, possess and exercise any and all of the rights, powers, privileges and franchises conferred by the said Act of the Assembly of the Commonwealth of Virginia, approved February 20, 1894, or by any other act or law of which it may lawfully claim the benefit.

THIRD. That the capital stock of the Southern Railway Company shall be one hundred and eighty million dollars ($180,000,000), divided into shares of the par value of one hundred dollars ($100) each, of which shares six hundred thousand (600,000) shall be preferred shares, and the remainder shall be common shares; provided, however, that from time to time hereafter, as provided in the said Act of Assembly of the Commonwealth of Virginia, such capital stock and the several classes thereof may be increased up to but not exceeding the limit prescribed by the said Act.

FOURTH. That the Southern Railway Company from time to time may issue bonds to the amount of one hundred and twenty million dollars ($120,000,000), secured by a mortgage or mortgages of the property and franchises of the Railway Company, in addition to prior liens thereon, assumed, extended or renewed, or any substitutions therefor, and subject to further increase as provided by the said Act of Assembly.

FIFTH. That such capital stock and bonds shall, so far as necessary, be delivered from time to time hereafter in settlement for the purchase of property in conformity with the plan and agreement of reorganization under which the railroads, property and franchises have been or shall be bought by the said Purchasing Committee or Company.

SIXTH.

That the first Board of Directors shall consist of five members, who shall hold office until the first meeting of