Chap. 212.—An ACT to incorporate the Bessemer Steel and [ron com-
pany.

Approved February 24, 1888.

1. Be it enacted by the general assembly of Virginia, That
William D. Jones, Ex. Norton, J. B. Altemus, William
McGeorge, Junior, John M. Bailey, 8. Lawrence French,
Henry Hamburg, Edward Eastburn, W. W. James, Senior,
Samuel J. James, Henry Hedrick, and W. W. Bates, or such
of them as may accept the provisions of this act, their asso-
ciates and successors, be and they are hereby incorporated
and made a body politic and corporate, under the name and
style of the Bessemer Steel and Iron company; and by that:
name shall be known in law, and shall have perpetual suc-

cession, and have power to sue and be sued, plead and be

impleaded, defend and be defended in all courts, whether in

law or equity, and may make and have a common seal, and

alter or 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; and make by-laws, rules, and regulations consistent with

existing laws of the state, for the government of all under

its authority, the management of its estates and properties,

and the due and orderly conduct of its affairs.

2. The capital stock of said company shall not be less «
than one hundred thousand dollars, and may be increased to
any amount not exceeding five million dollars, by issue and
sale of shares thereof, not less than ten dollars each, from :
time to time, under such regulations as the board of directors
of said company shall from time to time prescribe, and the
directors may receive real or personal property in payment!
for subscription to the capital stock, at such valuation as may }
be agreed upon between the directors and the subscriber.

3. The said company is authorized and empowered to
punvhiags, hold, own, lease, and control in any manner, grant,

argain, sell, mortgage, convey, and otherwise dispose of
realand personal property in this state or elsewhere: pro-
vided that said company shall not hold more than ten thou-
sand acres in any one county; and the said company is
authorized and empowered to lay out said lands, or any part
thereof, into parcels or lots of convenient size, with inter-
vening roads, lanes, streets, alleys, and develop, work,
improve, and cultivate, or otherwise dispose of the same, in
such manner and upon such terms as the said company may
think proper; and may contract for, purchase, hold, construct,
operate, and maintain any work of public or private improve-
ment in this state or elsewhere, with the right and power of
laying out, constructing, and operating any railroad or rail-
roads, or other road, from any of the lands or works of the
said company to any point on the Norfolk and Western rail-
road, the South Atlantic and Ohio railroad, or any other
railroad that is now or may hereafter be constructed in or
through the counties of Lee, Wise, Buchanan, Dickenson,
Scott, Russell, Tazewell, and Washington: provided how-
ever, that nothing in this section shall be construed as exemp-
ting the said company from the provisions of chapter sixty-
one of the Code of eighteen hundred and seventy-three, if it
shall engage in constructing or operating any work of inter-
na] improvement in this state. ;

4, The said company is authorized and empowed to mine
and quarry coal, iron ore, marble, and other mineral sub-
stances, and prepare and manufacture the same for use and
sale in all manner of forms it may adopt; and to manufacture
and prepare for market and sale, all other raw materials,
mineral or vegetable, produced by its own lands or obtained
from others; and for this purpose may erect and operate all
kinds of furnaces, mills, manufactories, coke ovens, works,
and machinery necessary for the enjoyment of the privileges
herein granted to the fullest and most ample extent. The
said ge ete shall have power and may manufacture, pur-
chase, sell, ship, and deal in goods, wares, and merchandise,
and grant certificates therefor, in such form and under such
rules and regulations as the said company may from time to
time by by-laws prescribe, and so transport goods, wares, and
merchandize, either by land or water.

. §. The six persons first named in this act shall constitute

the board of directors of the said company, and shall con-
tinue in office until the first 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 by-laws and regulations of said company, who may be
removed by the stockholders in general meeting, but unless
so removed, shall continue in office until their successors shall
be elected and qualified. Each stockholder in the company
shall, at all meetings or elections thereafter, be entitled to
one vote for each share of stock registered in his name.

6. 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 filled 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, 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 agents of said company, prescribe their compensation,
and take from them such bonds with such security as they
may deem fit.

7. The board of directors may establish offices and agen-
cies at such places as they may deem proper, but the princi-
pal office of the company shall be located at some point within
the limits of the state of Virginia.

8. The annual meeting of the stockhalders of the said com-
pany sball be held at Goodson, in Washington county, Vir-
ginia, on the first Wednesday of May of each year, or on such
other day and at such other place as the stockholders may,
by resolution adopted in any annual meeting, to take effect
at the next annual meeting, prescribe. A general meeting of
the stockholders ot the said company may be held at any
time as provided for by the tenth section of chapter fifty-
seven of the Code of Virginia, edition of eighteen hundred
and seventy-three.

9. The said company shall issue certificates of stock in
said company to the subscribers thereof, in shares of not less
than ten dollars each, signed by the president and counter-
signed by the secretary of said company. The said cer-
tificates shall be transferable only upon the books of the com-

Google
pany by the said subscribers, their personal representatives,
or duly authorized agent or attorney; and the said certifi-
cates when so transferred as aforesaid, may be returned to the
said company and canceled, and new certificates of stock
shall be issued in lieu thereof to the person entitled thereto
for a like number of shares.

10. It shall be lawful for said company to issue and sell its:
bonds from time to time for such sums, and on such terms as |
its board of directors may deem expedient and proper in the
peniention of its work; and to secure the payment of said

onds by mortgage or deeds of trust upon all or any portion
of its property and franchises, including its franchise to be a
corporation; and it shall be lawful for said company to
guarantee the payment of the interest or principal and inter- |
est of any bonds or any other evidences of indebtedness that
may be issued by any railroad company or other incorporated
company, or subscribe to and hold shares in the capital stock
of any such company whenever the board of directors of the
Bessemer steel and iron company shall deem it to its interests
80 to do.

11. Whenever this corporation shall exercise any of the
privileges confered by this act, it shall be liable to the same
taxes as may be imposed by law upon other like corpora-
tions or persons exercising like privileges, said tax to be paid
in lawful money and not in coupons..

12. No stockholder in said company shall ever be held lia- -
ble 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-
holder.

13. The charter hereinbefore granted, except as to matters
herein otherwise specially provided for, is hereby declared to
be subject to the provisions of the general law in regard to
chartered companies and corporations, as expressed in the
Code of Virginia, edition of eighteen hundred and seventy-
three, chapters fifty-six, fifty-seven, fifty-eight, fifty-nine, and
sixty-one. |

14. This act shall be in force from its passage, but the
general assembly of Virginia reserves to itself the right to
modify, alter, or repeal this act at any time hereafter.