Chap. 61.—An ACT to incorporate the Manchester Manufacturing
company.

Approved February 3, 1888.

1. Be it enacted by the general assembly of Virginia, That.
E. M. Crump, M. R. Loyd, John W. Fisher, C. F. Russell and
B. C. Cook, or a majority of them, their associates, succes-
sors, or assigns, or such of them and such other persons as
may become stockholders, be and they are hereby incorpo-
rated a body politic and corporate in fact and in law, under
the name and style and title of the Manchester Manufactur-.
ing company; and by that name shall have perpetual succes-
sion, and be able and capable in law to take, receive, and hold
in fee simple, or otherwise, lands, tenements, and estates
therein in fee simple, personal property and all other prop-
erty, by deed of conveyance, lease, or ctherwise; and may
improve, sell, lease, exchange, mortgage, or dispose of the
same or any part thereof as may be necessary and expedient
for the purposes thereof’; may sue and be sued, plead and be
impleaded in all courts of law and equity; may have a com-
mon seal, which they shall have the power to alter and renew
at pleasure; may receive, execute, and deliver all such instru-
ments of writing as may be necessary, and to do all such acts
and things as may be necessary or expedient to assist and
promote the objects and designs of the said company, and
generally to possess and enjoy all the privileges incident to a
corporation. Whenever twenty thousand dollars of stock
shall have been subscribed, the subscribers, their executors,
administrators or assigns, shall be permitted to organize the
said corporation, and the said corporation may then com-
mence its operations.

2. That the capital stock of the said company shall con-
sist of two thousand shares of par value of one hundred dol-
lars each, with the privilege of increasing the same from time
to time to an amount not exceeding ten thousand shares, and
the said company may receive subscriptions to their capital
stock, or payments of such subscriptions in such property
suited to the business of the company, upon such terms at
such rate and value as shall be agreed upon by a majority in
value of the stockholders of the company. At all meetings
of the stockholders, for the election of officers, or, for,any
other purpose, each share of stock shall entitle the holder
thereof to one vote.

3. That the said company shall have the right from time
to time to purchase, lease, hold and convey coal, mineral, and
other lands, situated in the counties of Buckingham, Cum-
berland, Powhatan, Chesterfield, Goochland, and Henrico:
provided such lands in fee simple in any county in the state
of Virginia shall not exceed five thousand acres; from time
to time to mine coal, iron ore, fire clay, limestone and other
mineral products of their lands; to manufacture iron and
steel and other metals, and articles composed wholly or
partly of iron or steel; to cut and manufacture timber and
prepare the same in any manufactured article for market, sell
and transport the same, and to store, deal and traffic in such
commodities as shall be deemed advantageous for the success-
full prosecution of their business; to erect blast-furnaces,
rolling mills, forges, mills, machinery, fixtures, buildings, and
the necessary appurtenances required in the conduct of their
business, and to make leases or contracts for these, or any of
these purposes.

4, The said corporation may, whenever it is deemed neces-
sary or expedient, with the consent of the holders of a
majority of the shares of the stock, levy and collect assess-
ments for unpaid subscriptions, and forfeit and sell delinquent
shares for such assessments in such manner as the by-laws
may direct.

5. That the said company shall have the right to lay out,
construct, equip, operate, and maintain a railroad or railroads
in any of the counties above named, with one or more tracks
through their lands or from any portion of their lands, for
the purpose of connecting their works or mineral lands, or
to connect the same with any railroad or other internal
improvement or highway, now or which may hereafter be
constructed at any point they may select for such connection
or connections, and charge tolls thereon, with full power and
authority to enter upon, take, occupy, and use in the survey,
construction, and operation of such roads, such lands as ma
be deemed necessary and expedient: provided that the jengtht

.of said railroads so to be made by them, shall not exceed
twenty miles in length each beyond the line of lands owned,
controlled, or operated by the said company: and also pro-
vided that when such railroad is constructed beyond the line
of such lands, the consent of the owners of the land through
which the road will pass, shall be first obtained.

6. That the stockholders shall meet as soon as practicable
after the passage of this act, and shall then and there proceed
to elect not less than three nor more than five directors, and
annually thereafter, to serve for the term of one year, or until
others are chosen for the term of one year, or until others are
chosen in their places; and said election shall be made by such
of the stockholders of the said company as shall attend for
that purpose, either in person or by proxy: provided, that a
majority of the stock is represented by person or proxy, each

Co ~~. 7. inal f
share of stock to entitle the holder thereot' to one vote. The
directors so chosen shall elect one of their number to be
president of the board of directors of said company: pro-
vided, that the number of directors of said company may at
any time be increased or diminished by said company, but
the said number of directors shall never be less than three nor
more than five.

7. That the directors shall have full power to make by-laws |
and to appoint such officers and agents as they shall deem expe- «
dient for the well conducting and transacting of the business
of the company; the said company in addition to the office
for the general transaction of business in the county where
its chief operations are conducted, may also have an office or
offices for the transaction of business in the cities of Rich-
mond, New York, Philadelphia, and Boston or in either of
them.

8. That the said company may borrow money, create
indebtedness for the purposes of its business in such way as
the board of directors may prescribe; may issue and negotiate
stocks, bonds, orders, and other evidences of indebtedness as
they may deem proper, and may issue the same in purchase
or payment, or exchange for property, real or personal, mate-
rials, labor, or services, and in such form and manner and
yan’ in such place or places as they may deem proper.

he company may issue bonds and secure the same by mort-
gage or mortgages on its mines, lands, roads, property, real
and personal, and franchises at the time owned and held and
thereafter to be acquired, or any part thereof, and shall have |
the power to dispose of its bonds or evidences of indebtedness |
at less than their par value, and such transactions shall not
be deemed usurious. :

9. That subscriptions to the capital stock of said company :
may be payable in money, real estate, or other property ap- |
propriate to its business, at a valuation to be fixed by a
majority in value of the stockholders.

10. That it shall be lawful for said company from time to |
time as it may deem proper, to sell, lease, or dispose of its |
roperty or any part thereof, or interest therein by contract,
ease, or otherwise; to contract for the improvement or
operation of the same or any part thereof upon such terms,
rents, payments, and in such manner as to the board of direc-

tors or a majority of them may deem expedient.

11. All taxes accruing to the state of Virginia under this °
charter shall be paid in money and not in coupons. q

12. This act shall be in force from its passage. (