Chap. 345.—An ACT to incorporate the Virginid telephone manufacturing
company.

Approved February 17, 1896.

1. Be it enacted by the general assembly of Virginia, That J. R.
Kemper, 8. H. D. Freed and W. A. Freed, their associates and suc-
cessors, be, and they are hereby, incorporated and made a body pol-
itic and corporate under the name and style of the Virginia tele-
phone manufacturing company, and by that name shall be known in
law, and shall have perpetual succession, and have the power to sue
and be sued, plead and be impleaded, defend and be defended, in al!
courts, whether in law or in equity; and may make and have a com-
mon 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 necessary 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 man-
agement of its estates and properties, and the due and orderly con-
duct of its affairs.

2. The capital stock of said corporation shal! not be less than five
hundred dollars, and may, with the consent of a majority of its
stockholders, be fixed at and increased from time to time to any ad-
ditional amount not exceeding five thousand dollars by the issue or
sale of shares, the par value of which shall not be less than ten dollars,
upon such terms and conditions and under such regulations as the
board of directors of said company shall prescribe; and the direc-
tors may receive land, materials, services or other valuable thing, in
payment or exchange for such issues or sale of capital stock, at such
valuation and on such terms and conditions as may be fixed by them;
and the stock of the corporation so issued shall, for all purposes, be
treated as paid for at par in money, without liability thereon to pay
any calls or assessments on account thereof, except as may be agreed.

3. Said corporation is authorized and empowered to manufacture,
buy, sell or exchange telephones of any and all makes, or any part
or parts thereof; to construct and operate telephone lines at any
point in the state of Virginia; to manufacture, put up and operate
key-boards, switches, or any. of the parts of a telephone exchange,
at any point in said state, with power to said corporation to pur-
chase, hold, use, sell, mortgage and dispose of the real estate in the
due conduct of its business, not to exceed fifty acres at any one
time.

4. The persons first named in this act shall be held sufficient to
constitute a corporation under the laws of Virginia, shall constitute
the first board of directors of said corporation, shall have the right
to organize the same, and shall continue in office until the first meet-
ing of the stockholders thereof.

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 stockhold-
ers 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 issued or sold, said corporation 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 agent of the said corporation, prescribe
their compensations, and take from them such bonds, with security, as
they may deem fit.

6. The board of directors may establish offices and agencies at such
place as they may deem proper, but the principal office of the corpo-
ration shall be located at Fishersville, Virginia.

7. It shall be lawful for said corporation to issue and sell its bonds
from time to time for such sums and on such terms as the board of di-
rectors may deem expedient and propor in the prosecution of its busi-
ness, and may secure the payment of said bonds by mortgage or deeds
of trust upon all or any portion of its property or franchises, including
its franchise to be a corporation; and it shall be lawful for said cor-
poration to subscribe for, or acquire by purchase, exchange, or other-
wise, the shares and bonds of any corporation or association of this
state or elsewhere; and for any corporation or association of this state
or elsewhere to acquire, guarantee, or hold the shares and bonds of the
said corporation.
8. No stockholder in said corporation shall be held liable or made
responsible for its debts and liabilities than a larger or further sum
than the amount of any unpaid balance due to the said corporation
upon his stock, according to the terms of the issue or sale thereof.

9. The general assembly reserves the right to amend, alter or repeal
this charter at pleasure; provided that nothing in this act shall be
construed to allow the use of the streets, avenues, or alleys of the
city of Norfolk, Lynchburg, Richmond and Portsmouth until the
consent of the councils of the said cities be first obtained.

10. 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. }

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