Chap. 114.—An ACT to incorporate the Roanoke Rolling Mill com-
pany.

Approved May 2, 1&x7.

1. Be it enacted by the general assembly of Virginia, That
Henry 8. Trout, P. L. Terry, and J. Allen Watts, of Roanoke,
and Joseph L. Doran, Abraham 8. Patterson, Edward Samuels,
and William Wharton, Jr.. of Philadelphia, orsuch of them as
may accept the provisions of this act, their associates and suc-
cessors, be and they are hereby incor porated and made a body
politic and corporate under the name and style of the Roanoke
Rolling Mill company, and by that name shall be known in
law, and shall have perpetual succession, and have power to
sue and be sued, plead and be impleaded, defend and be de-
fended in all courts, Whether in law or in equity, and may
make and have a common seal, and alter and renew the same
at pleasure, and shall have, enjoy, and exercise all the rights,
powers, and privileges pertaining to corporate bodies and
necessary for the purposes of this act.

2. The capital stock ot said company shall not be less than
fifty thousand dollars. and may be increased to any amount
not exceeding one million dollars, by subscription or by the
issue and sale of shares, the par value of which shall not be
less than fifty dollars, from time to time, under such regula-
tions and upon such terms as the board. of directors of said
company shall. from time to time, prescribe; and the directors
may receive labor, supplies, and material, and bonds, stocks,
or other property, real or personal, in payment for subserip-
tions to the pital stock, at such valuation as may be agreed
upon between the directors and the subscribers.

3. The said company is authorized and empowered to pur-
chase, ship, and sell iron, steel, and other minerals and lum-
ber ; to manufacture iron, stecl, and other metals and articles
com posed wholly or partly of iron, or steel. or wood; to sell
and dispose of the same. and to erect rolling mills, forces, fur.
naces, mills, pipe lines, machinery, fixtures, buildings, ‘and the
necessary appurtenances, and to purchase, hold, own, lease,
sell, and convey and control, in any manner, lands, iron ore,
coal, timber, and mineral rights and interests in lands and
other property required in the conduct of its business.

4. The persons first named in this act, or such of them as
shall accept the provisions hereot) shall constitute the first
board of directors of the said company, and shell continue
In Office until the tirst meeting of the stockholders thereof.
At such first meeting, and at every annual meeting. so many
directors shall be elected as may be prescribed by the hy- laws
and regulations of said company, who may be removed by
the stockholders in general meeting; but unless so removed
shall continue in office uutil their successors shall be elected
and qualified. bach stockholder in the company shall at all
meetings or elections thereafter be entitled to one vote tor

each share of stock reyvistered in his name.

5. The board of directors shall be stockholders of said
company. Thev shall appoint one of their number presi-
dent, and may fill any vacancy that may occur in said board,
unless by removal; in which case the same shall be filled by
the stockholders in general meeting. Whenever the mini-
mum amount of capital stock herein named shall have been
subscribed, and the board of directors shall have elected a
president, said company shall be considered legally organized,
and may proceed to the transaction of business. ‘The board
shall appoint, to hold during its pleasure, the subordinate
officers and avents of the said company, prescribe their com-
persations, and take from them such bonds, with security, as
they may see fit.

G. The board of directors may establish offices and agencies

at such places as they may deem proper. but the principal
office of the company shall be located at the city of Roanoke,
in this State.
7. The annual meeting of the stockholders of the said
company shall be beld in the city of soanoke. Vireinia, on
the first Wednesday of April of each year, or as soon there-
after as prac ‘icable, and on such other ‘lay and at such other
place as the stockholders may, by resolution adopted at any
annual meeting, to take effect at the next annual meeting,
prescribe. A general meeting of the stockholders of said
company will ‘be held at any time as provided for by the
tenth section of chapter fitty-seven of the Code of Virginia,
edition of cighteen hundred and seventy-three.

8. The said company shall issue certificates of stock in
said company to the subscribers or purchasers thereof in
shares of not less than fifty dollars cach, signed by the presi-
dent, and countersigned by the secretary of said company,
The said certificates shall be transferable only upon the books
of the company by the said subscribers, their personal repre-
sentatives, or duly authorized agent or attorney; and the
said certificates, when so transferred, as aforesaid, may be re-
turned to the said company and cancelled. and new certifi-
mutes Of stock shall be issued in lien thereof to the persons
entitled thereto for a like number of shares.

9, At shall be Jawtul for said company to issue or sell its
bonds, from time to time, for such sums and on such terms
as its board of directors may decm expedient and proper in
the prosecution of any of its works; and may secure the
payment of said bonds by mortgage or deeds of trust upon
all or any portion of its property and franchises s, Including
its franchise to be a corporation, and may reserve the right
to the company, or conter on the holder of any bond of the
company. the right to convert the principal thereof into stock
of the company at any time. and it shall be lawful for said
company to subscribe to and hold shares in the capital stock
of any railroad company or other corporation, Whenever the
board of directors of the company shall deem it to its in-
terest to do so, and any such corporation may guarantee or
hold the bonds or the stock of said company.

10. No stockholder in said company shall be held liable or
made responsible for its debts and liabilities in a larger or
further sum than the amount of any unpaid balance due to
the said company for stock subscribed for by said stock-
holders; and the said company shall paw all its taxes, levies,
and dues to the State in lawtul money of the United States.
and not In Coupons.

11. This act shall be in force from its passage, but the
general assembly of the State of Virginia reserves the right

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to modify, alter, or repeal this act at any time hereafter.