Chap. 177.—An ACT to incorporate the Shenandoah Land and
Anthracite coal company.

Approved May 10, 1887.

1. Be it enacted by the general assembly of Virginia, That
Charles A. Jackson, Anastavins Nicholas, William A. Bur-
nett, L. Langdon Nicholas, Ezzra F. Ray mond, James H.
Todd, Jacob Sayler, Virman Willis, and their associates, or
such of them as may accept the provisions of this act, and
such other persons as may be hereafter associated with them
and their successors, shall be and they are hereby constituted
a body politic and corporate under the name and style of the
Shenandoah Land aud Anthracite coal company.

2. The said corporation may, by and under its corporate
title, make and use a corporate seal which it may alter or use
at its pleasure, and may sue and be sued, plead and be im-
pleaded, contract and be contracted with, and make by-laws
and rules and regulations consistent with existing laws of the
State for the government of all under its authority, the man-
avement of its estates and properties, and the due and orderly
conduct of its affairs.

3. The capital stock of said company shall be not less than
fifty thousand dollars, and may be increased to any amount
not exceeding twenty milhons of dollars by issue and sale of
shares thereof, not less than fifty dollars each, from time to
time under such regulations as the board of said company shall
from time to time prescribe, and the directors may receive
real or personal property in payment for subscriptions to the
capital stock at such valuation as may be agreed upon be-
tweeen the directors and the subscribers.

4. The said company shall have power and may purchase,
hold, grant, mortgage, or otherwise dispose of real and per-
sonal estate in this State and elsewhere. And the said com-
pany shall have power and may lay out such lands or any
part thereof, into parcels or lots of convenient size with in-
tervening roads, lunes, streets, and alleys, and develop, im-
prove, work, cultivate, sell, grant, mortgage, or otherwise dis-
pose of in such manner and upon such terms as tho said com-
pany may think proper, and may contract for, construct,
operate, and maintain works of public or private improve-
ment: provided however, that nothing in this section shall be
construed as exempting the said company from the provisions
of the general laws of Virginia relative to corporations.

5. The said company ghall have power to search for, de-
velop mincral properties, to mine and produce plumbago,
kaolin, and other earths useful for manufacturing purposes,
coal, iron, lead, zinc, copper, asbestos, mica, gold, silver, and
all other. minerals, ores, and metals; ‘the purchase and sale
of the same; the working, reduction, smelting, and refining of
the same; and the erection of chemical works and working
of the same; also the construction of railroads, tramways,
and telegraph lines, connecting the mines of said company
with trunk lines of railroads and telegraph lines; and the

said company shall have power and may build and maintain
pipe lines, water ditches, flumes, and reservoirs, and to draw
water from any water course adjacent to their mines: pro-
vided they do not in so doing violate the rights of any indivi-
duals or parties.

6. That for the purpose of constructing said railroads, telo-
graph lines, pipe lines, and water ditches, flumes, and reser-
voirs, the said company shall have the right to enter upon
any land over Which said railroads, telegraph lines, pipe lines,
water ditches. reservoirs, and flumes may pass fer the pur-
pose of surveying the same and locating said railroad, tele-
graph lines, pipe lines, water ditches, reservoirs, or flumes,
and to contract with the owners of said lands for the right of
way for any or all of the above mentioned rights, and upon
failure of said company and the owners of said lands to avree
upon the price of suid reht of way, they shall proceed as the
law directs for the condemnation of lan Is,

7. For the construction and operation of the railroads,
telegraph lines, pipe lines, reservoirs, water ditches, and
flumes, the company shall have the right to issue bonds and
to secure the same by mortgage on the property of the com-
pany orany part thereof; to issue preferred stock; to issue
bonds secured by mortzage, convertible into preferred stock
or preferred stock convertible into bonds secured by mort-
gage, and to exercise all power necessary to the enjoyment
of the franchises and privileges herein eranted.

8. The attairs of said company shall be managed by a
board of directors, five in number, to hold office for such
term as the by-laws of said company shall provide, and until
their successors are duly elected and qualified.

9, That for the management and disposition of the stocks,
property, estate, and effects of said company, the board of
directors shall make by-laws, rules, and regulations as may
be consistent with this act, and shall fix the time of election
for directors, and in case of ny vacancy in said board, caused
by death, resienation, or otherwise, may fill the same. No
person shall be a director who is not a stockholder, and any
one ceasing to be a stockholder shall cease to be a director.

10. That at all meetines of the stockholders every share of
stock shall entitle the holder to one vote to be given in per-
son or by proxy. Annual mectings of stockholders of said
corporation shall be held for the election of directors, and the
place and notice of said mectings to be prescribed in the by-
laws, but failure to elect directors on the day appointed in
said by-laws shall not be deemed to dissolve said company,
but such election may be holden on any day therealter ap-
pointed by the directors, upon due notice as prescribed by
law. The directors, of whom three ine ‘luding the president,
shall be a quorum, shall have full power touching the appoint-
ment of all officers and employees of the company, and the
bonds to be required of them for the faithful performance
of their duties, and said appointecs shall hold oflice at the
will and pleasure of said board. Said directors shall make an
annual report to the stockholders of their proceedings and
expenditures.

11. If any stockholder shall be in default in the payment
of his subscription, as required by the directors, in addition to
the right of recovery by the company by legal proceedings,
the board of directors are hereby invested with the power
and authority, after giving public notice of the time and place
of sale for the period of one week, in some newspaper pub-
lished in Virginia or New York city, to sell at public auction,
for cash, the said stock in respect to which such default shall
have been made, and to have the same properly transferred
to the purchaser, and out of the proceeds of such sale shall be
paid the charges and expenses of such sale, and the amount
due upon the said stock, and the surplus, if any, shall be paid
to the delinquent or his representative; and if at any such
sale there shall be no bidder who will purchase the said stock
at a price equal to the charges and expenses of such sale, and
the amount due and unpaid on the stock, then the said com-
pany may purchase the said stock and hold the same for its
benefits.

12. The board of directors may establish offices and agen-
cies in such places as they may think proper, but the prin-
cipal office of the company shall be located at some point
within the limits of the State of Virginia.

13. The annual meeting of the stockholders of the said
company shall be held in the city of New York on the first
Monday in May of each and every year, or on such other day
as the stockholders may by resolution adopt in any annual
meeting to take effect at the next annual meeting. <A gene-
ral meeting of the stockholders of said company may be held
at any time as provided for by the gencral laws of Virginia.

14. No stockholder in the said company shall ever be
liable or made responsible for its debts and liabilities in a
larger or further sum than an amount equal to the amount of
the shares of stock held by any such stockholder.

15. This charter is granted upon the condition that all
taxes due the State of Virginia shall be paid in currency
and not in coupons.

16. This act shall be in force from its passage.