| Called or Special meeting of the stockholders of the RF&P
RR Co |
| Held the 30th day of April 1862 |
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|
The meeting was called to order at half past one o'clock by the
appointment of Mr. E. T. Morris as chairman & C. W. Macmurdo as Secretary. |
| The chair appointed the following
gentlemen a committee to examine such proxies as may have been given by
stockholders to represent them: G. A. Myers, W. H. Maxwell & Dr. C. S.
Mills. The committee, after examining the proxies, made a report, which
was approved by the meeting, and the proxies appearing by the report of
the committee to be properly authorized, were empowered to vote as such.
The Secretary then called over the list of stockholders when it appeared
that the whole number of votes which could be given was 5904 votes, of
which were present 4065 votes by private stockholders 3670 votes and by
the State 395 votes. |
| |
| The President stated to the stockholder
the object of calling the meeting to be, to lay before them, for their
acceptance or rejection, the following Act of Assembly for the
connection of this road with the Orange & Alexandria and Manassas Gap
Railroads at their Junction -- and the question being taken thereupon,
it was unanimously accepted. |
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| "An ACT |
| |
| To provide for the construction of a Rail
Road Connection between the Orange & Alexandria and Manassas Gap
Railroads and the Richmond, Fredericksburg & Potomac Railroad, passed
February 19th, 1862. |
| Whereas it is of great
importance to the military defense and to the internal commerce of the
State, that a railroad connection be constructed between the junction of
the Orange & Alexandria and the Manassas Gap Railroads and the existing
railroad from Richmond to Acquia Creek. |
| 1. Be it enacted by the General
Assembly, that the Richmond, Fredericksburg & Potomac Railroad Co.
be and they are hereby authorized, under the provisions of their
charters to extend their railroad from some point on the same between
Fredericksburg & Aqua Creek, so as to form a junction of their
railroad with the Orange & Alexandria and Manassas Gap Railroads
at the junction of the said two last named railroads, and passing
through or with a branch of the said connection extending to Evansport
or the mouth of Quantico Creek. |
| 2. For the purpose of
effecting the object of this Act, the Richmond F&P R. R. Co. are
hereby authorized to increase their capital stock in such amount as
they may deem most advisable, to the extent of Seventy five hundred
thousand in addition to its capital hitherto authorized, or the said
company, to such extent as they may deem advisable to do so, may
borrow money at a rate of interest not exceeding eight per centum per
annum, and issue proper certificates or evidences of debt therefore,
and make the same convertible into stock at the pleasure of the
holders and may secure the punctual payment of the principal and
interest of such loans by a deed of trust on all or any portion of the
property and franchises of the said company; Provided, that the
aggregate amount of stock and convertible loan issued under the
authority of this act shall not exceed the sum of seven hundred and
fifty thousand dollars; and Provided further, that no
certificate of loan convertible into stock or creating lien on or
mortgage of the property of this company, shall be issued by the said
company, unless the expediency of making a loan on such terms and of
issuing such certificates, shall have first been determined on at a
general meeting of the stockholders by two thirds of the votes which
could be legally given in favor of the same, and that no certificates
of debt issued under this act shall be sold at a less than eighty per
centum of the par value thereof; and provided, further, that the said
company shall not build any bridge over Acquia Creek or any other
creek below the head of tide water, without sufficient drawbridges or
openings therein to admit of the complete navigation of such creek. |
| 3. The Common Councils of the
city of Richmond and the town of Fredericksburg are hereby authorized
to subscribe for an amount not exceeding one thousand shares each, of
the said increased stock, or to take an amount equivalent at its par
value, of such convertible loan; provided, however, that no such
subscription shall be made by either of the said common councils until
the expediency they shall have been submitted to the vote of those
persons qualified to vote at the election of members of said common
councils, and shall receive the approval of three fifths of the votes
actually polled after ten days public notice of the time and place of
opening polls for the purpose. |
| 4. If the said RFP RR Co
shall not within four months from the passage of this act bonafid
commence the construction of said extension of their road, or shall
fail so far to complete the same within fifteen months from such
commencement, as to admit through transportation thereon, or shall
neglect at any time after such commencement, for two months to
prosecute the construction of said extension to completion, unless
prevented by the exigencies of the war, then the provisions of said
charter, so far as they exempt the property of said company from
taxation, shall be held and deemed inapplicable to the stock and
property created and acquired under the provisions of this act. |
| 5. In all respects, except as
to said exemption from taxation, the rights & franchises hereby
granted shall be subject to the provisions of Chapters 56, 57 and 61
of the Code of Virginia, and such further modifications as the General
Assembly may hereafter determine. |
| 6. If the RFP R. R. Co. shall
not within three months from the passage of this act, accept the
provision there of (notice of which acceptance shall be forthwith
communicated to the Governor of this Commonwealth), and commence the
work within four months from the passage of this Act or shall neglect
the prosecution of said work for two months as herein before provided,
then in any of these events, either the Manassas Gap Railroad Co. or
the Orange & Alexandria R. R. Co. shall be at liberty to accept
the same within one month thereafter (notice whereof shall be given in
like manner and upon such acceptance by either of said companies, the
company first so accepting shall thereupon have authority to construct
said railroad connection in like manner and with the same privileges
and under the same restrictions as are herein prescribed in reference
to the said RFP R. R. Co. except that such company so accepting said
provisions shall have one month from the date of such acceptance to
commence the construction of said work. |
| 7. And if the said Manassas
Gap R. R. Co. or the Orange & Alexandria R. R. Co. shall, as
herein before provided, accept the provisions of this act and enter
into the construction of said extension, all the work done in the
partial construction of said extension by the RFP RR Co. shall be
deemed to have been done by the said Orange & Alexandria R. R. Co.
or the Manassas Gap R. R. Co. so accepting & enter in upon said
construction and shall be held by it as its own property upon payment
therefore to the said RFP R. R. Co. of such amount of money as the
Board of Public Works shall determine to be the value thereof. |
| This act shall be in force
from its passage. |
| A copy from the Rolls. |
| Teste, Wm. F. Gordon, Jr., C. H. D. and V.
of R." |
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|
The President exhibited an approximate statement in
anticipation of the Statements usually presented to the annual meeting
showing the Receipts & Expenses of the company during the year ending
March 31st 1862, and the Resources & Liabilities of the company at this
date. |
| The President brought to the attention of
the meeting the subject of the possible occupation by the military
forces of the United States of this city and railroads and asked the
views and instructions of the stockholders as to what course should be
pursued in such a contingency as to the disposal of this company's
movable property and the functions of its officers, proposed as a means
of eliciting those views and instructions for the deliberation & action
of the meeting, the following resolutions: |
| |
| 1. Resolved, that in the event of the
occupation of this city by the military forces of the United States, the
President & Directors of this company be and are hereby instructed, as
far as may be practicable to cause the locomotives, cars and other
machinery of this railroad to be removed to some place of safety and as
to so much thereof as it may not be practicable to remove, that the
President shall give notice that it cannot be removed to the Secretary
of War. |
| 2. Resolved, that in the event of such
occupation, the authority & functions of the officers and employees of
this company, except for the purpose of preserving its books, papers and
other property, and of settling its previous business and accounts,
shall during the continuance of such occupation, be suspended, as shall
also the compensation now paid to them respectively; except that all
officers and employees then in the service of this company, except the
President shall receive one month's pay in advance, beyond what shall be
due to them at the date of such suspension, and that the Treasurer,
Superintendent and Master Machinist shall continue to receive
respectively after the expiration of that month, such portions of the
compensation now received by them respectively, as the Board of
Directors, exclusive of the President, shall deem it proper to allow. |
| |
| After some discussion, on motion, the
first resolution was adopted. |
| |
| The second resolution was then, on motion
of Mr. Ellis, amended by inserting before the word "Treasurer" in the
thirteenth line, the work "President," and also by striking out the
words "such occupation," and inserting the words at the beginning "the
occupation of the City of Richmond by the military forces or other
authorities of the United," so as to make it read, "Resolved, that in
the event of the occupation of the City of Richmond by the military
forces or other authorities of the United States, the authority and
function of the officers and employees and other property and of
settling its previous business and accounts, shall during the
continuance of such occupation, be suspended, as shall also the
compensation now paid to them respectively; except that all officers and
employees then in the service of this company; except the President,
shall receive one month's pay in advance, beyond what shall be due them
at the date of suspension, and that the President, Treasurer,
Superintendent & Master Machinist shall continue to receive
respectively, after the expiration of that month, such portions of the
compensation now received by them respectively, as the Board of
Directors, exclusive of the President, shall seem it proper to allow." |
| |
| On motion of Col. Aozet(?), the vote
adopting the first of these two resolutions was reconsidered; and then
on motion of Mr. Myers, the first resolution as to the removal of the
machinery of this company was indefinitely postponed. |
| And then the meeting was adjourned. |
| Edmund T. Morris, Chairman |
| C. W. Macmurdo, Secty |
|