Chap. 406.—An ACT to incorporate the railway reform rolling stock
company.

Approved March 5, 1888.

1. Be it enacted by the general assembly of Virginia, That |
J.M. Vernon, B. W. L. Holt, Henry Wood, H. E. Townsend,
and W. W. Averell, their associates and successors or assigns,
are hereby made and declared a body politic and corporate,
by the name and style of the railway reform rolling stock |
company, and said company shall have perpetual succession,
and shall have a corporate seal, and alter and renew the
same at pleasure; and shall have full power to make by-laws,
rules, and regulations not inconsistent with the laws of this
commonwealth, for the government of all and every kind of
business under its authority.

2. The capital stock of this company shall be one hun-
dred thousand dollars, divided into shares of one hundred
dollars each, and may be increased from time to time by a
concurrent vote of the shareholders, representing at least
two-thirds of all its stock issued, at a general meeting or a
special meeting of the shareholders called for that purpose,
to any amount not exceeding one million of dollars; and
each shareholder shall be entitled to one vote for each share
represented in person or by proxy, at any meeting of share-

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holders: provided, all assessments due and called for at the
time of the meeting, have been paid.

3. Said company is hereby authorized to construct all
kinds of railway rolling stock whatsoever, and shall have the
power to sell, lease, or otherwise dispose of the same upon such
terms and conditions as the said company may deem wise
and proper, and receive from any person or corporation in
payment, or as security for payment, bonds, stocks, or any
other securities or property of any kind, on such terms as
may be agreed upon, and hold a lien upon its property so
disposed of until paid for; and said company shall also have
the power to own real estate for all necessary purposes; to
purchase patents of inventions; to acquire rights in patents
of invention, and to work the same; to take out patents in
their own name or jointly with others whicb may be con-
sidered valuable for the manufacture and sale of railway roll-
ing stock, or acquire other improvements in railway rolling
stock or railway construction, which will, in their opinion,
reduce the cost of transportation or make railway service
more efficient and economical; and for all these purposes,
this company shall have the right to pay therefor in the capi-
tal stock of said company, or in its bonds or other securities
or obligations, on such terms and conditions as may be mutu-
ally agreed upon between the parties thereto.

4. The said company shall have power to borrow money
to such an amount as it may deem proper and necessary, and
may issue for any loan, debenture, bond, or other obligation,
payable at such dates and bearing interest at such rate per
annum as the company may determine, and to secure the
payment of such loan or loans and the interest thereon, said
company may execute one or more mortgages or deeds
of trust on the whole or any part of its property, real,
personal, or mixed, its charter rights, franchises, and in-
comes; and it may also use any or all of its contracts or other
property, and its right therein, as collaterals for materials or
loans, on such terms as the board of directors may deem ex-
pedient and desirable.

5. The board of directors shall be shareholders in said com-
pany, and shall consist of not less than five nor more than
nine members, a majority of whom shall constitute a quorum
for all kinds of business; and they shall be duly elected by
the shareholders at an annual meeting, or at a meeting called
for that purpose, and when property qualified, shall take the
management of the company. They shall elect from their
number a president and a vice-president, and appoint a secre-
tary and treasurer, and any other officer which they may
deem necessary to conduct the business of the said company;
and they shall have full power to fill vacancies in their body
or in the office of president or vice-president, whether such
vacancy occurs by death, resignation, or otherwise; and they
shall continue in office for one year and until their successors
are regularly elected and qualified, according to the by-laws
of the company, and enter upon their duties as officers of said

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company. And to facilitate the organization of this company
and place it at once in complete working order, the five in-
eorporators named in the first section of this act, shall con-
stitute the first board of directors, who shall continue in
office for one year, or until their successors are duly |
elected at an annual meeting of shareholders or at a
meeting of the shareholders called for that purpose, in ac-
cordance with the by-laws. Said board of directors may
meet at any time or place after the passage of this act, and
a majority thereof shall constitute a quorum for all business
connected with said company; and if at that meeting, or any
subsequent meeting, capital stock to the amount of twenty-
‘five thousand dollars or upwards has been subscribed, this.
eompany shall thereupon be deemed legally organized, and
the board of directors shall proceed to adopt by-laws for the
conduct of all affairs of the company, appoint such officers as
may be necessary, and take such further action as the in-
terests of the company may require; but the by-laws may at
any time be changed by the board of directors, or at a gen-
eral meeting of shareholders. The board of directors may
establish offices and agencies at such places as they may deem
proper, but the principal offiee of the company shall be located
at some place in the state of Virginia.

6. No shareholder in said company shall be held liable or
made responsible for its debts or liabilities in a larger or
further sum than the amount of unpaid balance due said com-
pany for shares subscribed for by said shareholders, respec-
tively. -

7. Said company, by its acceptance of this charter, hereby
agrees to pay all taxes, dues, and demands due the state that
may hereafter be assessed against it, in lawful money of the
United States, and not in coupons; and it shall never cease
to be a domestic corporation, and shall forever be and remain
subject to the jurisdiction of the courts of this commonwealth.

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