Chap. 268.—An ACT to incorporate the United land and investment company.

In force February 10, 1896.

1. Be it enacted by the general assembly of Virginia, That W. H.
Bolling, William B. Campbell, J. P. Andre Motter, John H. Dingee
and Joseph J. Doran, their associates and successors, be, and they are
hereby, incorporated and made a body politic and corporate under
the name and style of the United land and investment company,
and by that name shall be known in law, and shall have perpetual
succession, and have power to sue and be sued, plead and be im-
pleaded, defend and be defended in all courts, whether in Jaw or in
equity, and may make and have a common seal, and alter and renew
the same at pleasure, and shall have, enjoy and exercise all the
rights, powers and privileges pertaining to corporate bodies and ne-
cessary for the purpose of this act, and may make by-laws, rules and
regulations consistent with the 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 the said corporation shall not be less than
one hundred thousand dollars, and may, with the consent of a
majority of its stockholders, be increased, from time to time, to an
amount not exeeding two million dollars, requisite for its opera-
tions by the issue or sale of shares, the par value of which shall not
be less than fifty dollars, from time to time, upon such terms and
conditions, under such regulations, and such part of its capital stock
may be preferred, and such parts common, as the board of directors
of said corporation shall prescribe, and the directors may receive
land, materials, services or other valuable thing in payment or ex-
change for such issues or sales of the capital stock; and the stock
of the corporation so issued shall for all purposes be treated as paid
for at par in money, without any liability whatever thereon or upon
the holders thereof, to pay any calls or assessments on account
thereof, except as may be agreed.

3. The said corporation 1s authorized and empowered to manu-
facture and deal in iron, steel and other metals and articles com-
posed wholly or partly of the same; to mine and deal in iron ores,
coal and other minerals; to make and deal in coke, and to erect and
operate works, buildings, machinery, fixtures and appliances for
these purposes; to make, advance or loans of money on any'kind of
property or security ; to purchase, hold and convey the obligations,
mortgages and securities, negotiable or otherwise, of corporations,
arsociations and individuals; to purchase, hold and convey lands
(not exceeding, however, ten thousand acres in fee simple in any one
county), and interest in Jands in this state or elsewhere; to con-
struct, lease and sell dwellings, stores and other buildings, and other-
wise use, operate, develop and improve lands and interest in lands,
and to purchase, hold and dispose of property of any kind suited to
the business of the said corporation ; and to locate, operate and con-
struct such railroad or railroads as may be necessary or useful in
the successful development and enjoyment of its properties. The
board of directors may determine the gauge of all roads to be con-
structed, and may use steam, electricity, or other agencies as a motive
power; the said corporation may acquire by donation or purchase
lands necessary for the right of way, depots, stations, and other pur-
poses; and may connect its road or roads with any other railroad in
this state; may carry passengers and freight, and charge and receive
tolls therefor. .

4. The persons first named in this act shall constitute the first
board of directors of the said corporation, shall organize said cor-
poration, and shall continue in office until the first meeting of the
stockholders thereof. At such first meeting, and at every annual
meeting, 80 many directors shall be elected as may be prescribed by
the by-laws and regulations of said corporation; who may be re-
moved by the stockholders in general meeting; but unless so re-
moved, shall continue in office until their successors sha! be elected
and qualified. Each stockholder in the corporation shal], at all
meetings or elections thereafter, be entitled to one vote for each
share of stock registered in his name.

5. The board of directors shall appoint one of their number presi-
dent, and may fill any vacancy that may occur in said board, unless
by removal, in which case the same shall be filled by the stock-
holders in general meeting. Whenever the board of directors shall
have elected a president, and the minimum amount of capital stock
herein named shall have been subscribed for, issued or sold, said
corporation shall be considered legally organized, and may prozeed
to the transaction of business. The hoard shall appoint, to hold
during its pleasure, the subordinate officers and agents of the said
corporation, prescribe their compensations, and take from them such
bonds, with security, as they may deem fit. Stockholders, not ex-
ceeding three in number, elected or appointed in such manner and
for such term as the by-laws may prescribe, and to receive such com-
pensation for their services as may be agreed upon, may act with
the officers and directors as an advisory committee or managers, and
may, as such committee or managers, be made ex-officio members of
the board of directors.

6. The board of directors may establish offices and agencies at
such places as they may deem proper, but the principal office of the
corporation shall be located at Wytheville, Virginia.

7. The annual meeting of the stockholders of the said corporation
shall be held at such time and place in the state of Virginia as the
by-laws of the corporation or the stockholders may, by resolution
adopted at any annual meeting, to take effect at the next annual meet-
ing, prescribe. A general meeting of the stockholders of said cor-
poration may be held at any time as provided for by the eleven hun-
dred and fourteenth section of chapter fifty-seven of the code of
Virginia, edition of eighteen hundred and eighty-seven.

8. The said corporation shall issue certificates of stock in said
corporation in shares of not less than fifty dollars each, signed by
the president and countersigned by the secretary of said corporation.
The said certificates shall be transferable only upon the books of the
corporation by the said subscribers, their personal representatives
or duly authorized agent or attorney; and the said certificates, when
so transferred as aforesaid, may be returned to the said corporation
and cancelled, and new certificates of stock shall be issued in lieu
thereof to the persons entitled thereto for a like number of shares.
The fully paid preferred shares of the corporation at par may, under
such rules as may from time to time be prescribed and amended by
the board of directors, and be approved at any meeting or meetings
of the stockholders, be accepted by the corporation in payment for
property, in which event the shares so received shall be retired and
cancelled.

9. It shall be lawful for said corporation to borrow money, issue
and sell its bonds or other obligations, from time to time, for such
sum, and on euch terms, and at at such prices as the board of direc-
tors may deem expedient and proper in the prosecution of its busi-
ness, and may secure the payment of the same by pledge or by mort-
gage or deeds of trust upon all or any portion of its property or
franchises, including its franchises to be a corporation; and it shall
be lawful for said corporation to subscribe fur or acquire, by pur-
chase, exchange, or otherwise, the shares and bonds of any corpora-
tion or association of this state or elsewhere, and for any corpora-
tion or association of this state or elsewhere to acquire, guarantee, or
hold the shares and bonds of the said corporation.

10. No stockholder in said corporation shal! be held liable or made
respons.ble for its debts and liabilities for a larger or further sum
than the amount of any unpaid balance due to the said corporation
upon his stock.

11. All taxes and debts due, or to become due the state of Virginia
by the corporation, shall be paid in lawful money of the United
States, and not in coupons.

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