Chap. 12.—An ACT to incorporate the Clinch Valley Coal and Tron
Company,

Approved March 30, 187.

1. Be it enacted by the general assembly of Virginia, That
Joseph Harrison and A.J. May. of Tazewell county; UH. H.
Dickenson, of Russell county; KE. M. Fulton. of Wise county ;
A. L. Pridemore, of Lee county ; James A. Walker, of Wythe
county; William A. Dick. William ©. Bullit, Adolph Laden-

rm‘
burg, Evans R. Dick, Henry Fairtax. George T. Mills, Joseph
J. Doran. or such of them as may accept the provisions of this
act. their associates and successors be, and they are hereby
incorporated, and made a body politic and corporate under
the name and stvle of the Clinch Vallew Coal and Iron com-
pany, and by that name shall be known in law, and shall have
perpetual succession, aud have power to sue and be sued,
plead and be impleaded. detend and be detended in all courts,
whether m law or in equity, and may make and have a com-
mon seal, and alter and renew the same at preasure, and shall
have, enjoy, and exercise all the rhts, powers, and privileges
pertaining to corporate bodies and necessary for the purposes
of this act, and make by-laws, rules. and regulations consistent
with the existing laws of the State for the yovernment of all
under its authority, the management of its estates and prop-
erties, and the due and orderly conduet of its affairs.

2. The capital stock of the said company shall not be less
than two hundred and fittv thousand dollars, and may be in-
creased to any amount not exceeding ten million dollars by
subscription, or by the issue or sale of shares, the par value
of which shall not be less than fittw dollars. trom time to time,
under such regulations and upon such terms as the board ot
directors of said company shall. from time to time, prescribe ;
and the directors may receive real or personal property suited
to the business of the company in payment for subscriptions
to the capital stock. at such valuation as miy be agreed upon
between the directors and the subscribers.

3. ‘The said company is authorized and empowered to mine,
purchase, ship, and sell coal iron.and other minerals, to manu-
tucture coke, iron, stecl and other metals and articles com-
posed wholly or partly of trom and steel, and to bore for salt,
oil. petroleum, and eas, and manufacture, trausport. and refine
the same, and to sell and dispose of the same. and to erect
furnaces, rolling mills. forges. mills, machinery, fixtures, build-
ings, and the necessary appurtenances required in the conduct
of its business; to lay ont into lots. and otherwise improve
lands; and to purchase, hold, own, lease, sell. conver. and con-
trol, in any manner, Coal. iron ore, mineral. and other lauds in
this State, and interest therein, and other real and personal
property, and tomate leases and contracts mn regard thereto ;
such holdings of lands in fee stinple not to exceed, however,
thirty thousand acres im any oue county; and in order to
bring out the minerals and products of its lowe aulitw and furnish
public transportation facilities, the company sball have the

right, from time to time, of locating. constructing, operating,
and maintaining a line of railroad or railroads from any of the
lands or works of the said company to any point on any rail-
road that is now, or hereafter may be located or constructed
in, to or through the counties of Tazewell, Scott, Lee, Wise,
Buchanan, Russell, or Dickenson: provided that nothing in
this section shall be construed as exempting the said company
from the provisions of chapter sixty-one of the Code of eighteen
hundred and seventy-three, if it sball engage in constructing
or operating any such railroad, and the said company may
acquire, by condemnation, in the mode provided by law, the
lands necessary for the right of way of its railroads and neces-
sary stations und depots tor their operation.

4. The persons first named in this act. or such of them as
shall accept the provisions thereof, shall constitute the first
board of directors of said company, and shall continue in ofttiee
until the first meeting of the stockholders thereof, At such
first meeting, and at every annual meeting. so many directors
shall be clected as may be prescribed by the by-laws and recula-
tions of the said company, who may be removed by the stock-
holders in general meeting, but unless so removed, shall con-
tinue in ottice until their successors shall be elected and quali-
fied. Bach stockholder in the company shall. at all meetings
or elections thereafter, be entitled to one vote tor each share of
stock revistered in bis name.

5. The board of directors shall be stockholders of said
company. They shall appoint one of their number president,
and may fill any vacancy that may occur in said board, unless
by removal, in which case the same shall be tilled by the
stockholders in general meeting. Whenever the minimum
amount of capital stock herein named shall have been sub-
scribed. and the board of directors shall have elected a presi-
dent, suid company shall be considered legally organized, and
may proceed to the transaction of business. The board shall
appoint, to bold during its pleasure. the subordinate otticers
wad agents of said company, prescribe their compensations
and take from them sach bonds with such security as they
mav sce fit.

6. The bofrd of directors may establish offices and agencies
at-such places as they may deem preper, bat the principal
ottice of the company shall be located at some point within
the limits of the State of Virvinia.

7 The annual meeting of the stockholders of said company
shall be held at Jetfersonville. in Taze well county, Virginia.on
the first Wednesday of May in each year or as soon thereafter
ax practicable; and on such other ‘lay. and at such other
place, as the stockholders may, by resolution adopted in any
annual meeting, to take effect the next annual meeting. pre-
scribe. A general meeting of the stockholders of the said
company may be held at any time as provided tor by the tenth
section of chapter fifty-seven of the Code of Virginia, edition
of eighteen hundred and seventy-three.

8. The said company shall issue certificates of stock in said
company to the subscribers or purchasers therefor, in shares
of not less than fifty dollars each, signed by the president
and countersigned by the secretary of the company. The
said certificates shall be transferable only upon the books of
the company by the said subscribers, their personal represen-
tatives, or duly authorized agent, or attorney; and the said
certificates, when so transferred as aforesaid, may be returned
to the sail company and cancelled, and new certificates of
stock shall be issued in lieu thereof, to the persons entitled
thereto for a like number of shares.
9. It shall be lawtul for said company to issue and sell its
bonds from time to time tor such sums an on such terms as
its board of directors may deom expedient and proper in the
prosecution of any of its works; and. may secure the payment
of said bonds by mortgage or deed of trust upon all or any
portion of its property and franchises, including its franchise
to be a corporation, and may reserve the right to the company
or confer on the holder of any bond of the company the nght
to convert the principal thereof into stock of the company at
any time; and it sball be lawful for said company to subscribe
to and hold shares in the capital stock of any railroad com-
pany or other corporation whenever the board of directors of
the company shall deem it to its interest so to do; and any
such corporation may guarantee or hold the bonds and stock
of said company.

10. No stockholder in said compauy shall be beld liable or
made responsible for its debts or liabilities in a larger or
further: sum than the amount of any unpaid balance due
to the said company tor stock subscribed for by said stock-
holders. .

11. Whenever this corporation shall exercise any of the
privileges conterred by this act, it shall be liable to the same
taxes as may be imposed by law upon other lke corporations
or persons exercising like privileges.

12. All taxes due the commonwealth by said company shall
be paid in lawful money of the United States, and not in
coupons.

13. This act shall be in force from its passage, but the wen-
eral assembly of the State of Virginia reserves the right to
modify, aller. or repeal this act at any time herdatter.