Chap. 563.—An ACT to incorporate the Pacific company.

{Became a law notwithstanding the objections of the governor, March 2, 1896.]

1. Be it enacted by the general assembly of Virginia, That Harry
Keene, of New York; Charles Coudert, of New York; D. S. Walton,
of New Jersey; John C. Barron, E. J. Jerzmanowski, Charles F.
Dietrich, of New York; G. Clinton Gardner, of Pennsylvania; R.
W. Hawkesworth, William A. Anderson, of Virginia; Jose M. Irigo-
yen, Isaac Alzamora, Peru; John F. T. Anderson, of Virginia;
Wheaton B. Kunhardt, of New York; and H. M. Hawkesworth, of
New York, and such other persons as may be associated with them,
and their successors, are hereby created and constituted a body
politic and corporate by the name Pacific company, and by such
name shall have perpetual succession, may contract and be con-
tracted with, sue and be sued, make and use a common geal, and
alter the same at pleasure, and make and maintain such by-laws,
rules and regulations for the government of said corporation and the
conduct of its business, as may be deemed necegeary, not in conflict
with the laws and constitution of the United States and of the state
of Virginia.

2. The capital stock of said company shall not be less than one
hundred thousand dollars, to be divided into shares of one hundred
dollars each; and the same may be from time to time increased by
additional subscriptions or the issue and sale of shares to an amount
not exceeding one hundred million dollars.

The said company may receive subscriptions to its capital stock,
or payment for its shares so issued, in money, services, land or other
property, upon such terms and at such prices for the shares of its
stock as shall be agreed upon or authorized by tbe board of direc-
tors. And said company may give a preference to portions of its
capital stock over the residue thereof as to the dividends and the
payment thereof, and may create or issue two or more classes of
stock, according to the preference or preferences so given, and desig-
nate the same accordingly.

3. The corporators herein above named, or any three of them, may
receive subscriptions to the capital stock of said company, and when
the minimum capital of one hundred thousand dollars shall have
been subscribed the said subscribers may organize said company by
the election of seven directors, of whom they shall elect one as
president, to remain in office one year and until their successors are
elected, unless sooner removed by the stockholders. After organiza-
tion as aforesaid the stockholders at any general meeting may
change the number of directors, and may provide for the proper gov-
ernment of the corporation by such by-laws as they may deem fit
and proper, as herein above authorized. The board of directors may
appoint such subordinate agents and officers of the company as they
may deem necessary for the proper dispatch of the business of the
company. There may be one or more vice-presidents of said com-
pany, who shall be chosen as provided in its by-laws.

4, The said company shall have the right to acquire and hold, use,
employ, exercise, and dispose of any and all concessions, grants,
privileges, and immunities, that have been or may be granted or
conferred by, or secured from any of the republics, states, cities, dis-
tricts, counties, municipalities, or other political or corporate bodies
of South America and other countries; and also to subscribe for, ac-
quire, hold and vote, and sell or otherwise dispose of the shares of the
capital stock, or the bonds of any company chartered by any republic,
state, government or municipality. It shall have all the powers,
rights and franchises necessary and proper for the construction, con-
trol, ownership, and use of railroads of any description, anywhere
upon the continent of South America, and of boats and ships pro-
pelled by steam, electricity or any motive-power, and shall have any
other rights, powers and franchises necessary or important for any
of these purposes, including the right to acquire, build, own, lease,
occupy, and operate wharves, piers, canals, ship-yards, docks, eleva-
tors, transfers, lighters, telegraph, telephone and express lines, ware-
houses, water-works and other structures, appliances, or appurte-
nances or property, which the company may find to be necessary or
convenient for the proper conduct of its business. Said company
may also engage in the business of banking, and may conduct a
general banking business, and establish one or more banking-houses
in any of the republics of South America, or in any other state or
country, subject to the laws of such republic, state or country. It
may act as agent and guarantor, and may guarantee the performance
of contracts and obligations. It may acquire and own any and all
lands outside of the territorial limits of Virginia that it may find to
be necessary or convenient for its purposes, and may sell, lease, or
otherwise dispose of the same; and it may acquire, build, own and
use, or otherwise dispose of wharves, piers and warehouses, at or
near Norfolk and Newport News in Virginia; and may acquire and
own, sell and otherwise dispose of any land necessary for these pur-

0868.
P 5. Said company is authorized to carry on the business of mining
coal or any ores, guano, nitrates, or other minerals or substances, and
of manufacturing any metals, materials or products, and of devel-
oping oil and asphalt territory and raising and refining oils, and
may conduct said business at one or more points in any republic,
state or country of the continent of South America, or in any part
of the continent of North America which drains into the Pacific
ocean, in which the said company may deem it proper to acquire
property or establish works for those purposes; and the said com-
pany shall have authority to buy, hold, sell, lease, or otherwise dis-
pose of any real estate, subject to the limitations in section four, or
personal estate deemed necessary to the proper prosecution of its
business; and may on any property so acquired, erect and maintain
buildings, machinery and structures needful for smelting, manu-
facturing and treating ores, metals, oils and minerals or substances
of whatever kind, or for the production of manufactured fabrics
from wood, stone, metals, or other materials, and may operate, lease,
sell or otherwise dispose of the same; and may on its own lands,
survey and lay out lots, squares, or other divisions of such lands,
and improve the same by buildings or otherwise for sale, lease, or
other disposition or use, and may lay out a town or towns, or town
sites, and may divide the same into blocks, lots, or squares; and
may lay out and construct streets through the same, and may estab-
lish such lawful rules and regulations for the use of said lots,
squares, streets and town sites as the board of directors of said
company may deem best to secure the comfort and welfare of the
occupants or tenants of such lands and lots, or others interested in
any manufactory or works there established; and the said company
may, in connection with the use or improvement of any of its prop-
erties, make, build and operate any aqueduct, pipe-line, tramways
or railways, operated by horse or steam power or by electricity or other
motive power; and said company may construct highways, roads
and streets through any lands owned by the company, which the
board of directors may deem it expedient to build, construct or
operate; and said company may acquire any lands or property,
rights, or rights-of-way for the purpose of making and building any
such aqueduct, pipe-line, or railway or tramway, and may acquire
by contract any land or property right, or rights-of-way which may
be needed for the purpose of constructing any such railway, high-
way, road or street.

And the said company may establish and operate water-works, gas-
works, electric-light plants, electric-power plants, and electric plants
for any purpose, and all machinery, structures, appliances and fix-
tures necessary for the purpose of supplying water, water-power, mo-
tive-power, gas or electric lights and other conveniences to mines or
to factories, or to persons and corporations residing or doing busi-
ness in or near any town which said company may lay out, or in or
near any town in which such rights may be acquired; and may
quarry and cut stone, make brick, cut and saw timber, dig sand and
clay and use and se]! the product of any such work; and may do any
act necessary for the successful prosecution of any of the above busi-
ness.

6. It shall be lawful for said company from time to time to sell its
bonds and its shares of stock for such sums or prices, and on such
terms as the board of directors may deem expedient or proper in the
prosecution of any of its work of business; and it may secure the
payment of the principal and interest of its bonds by mortgages or
deeds of trust, or declarations of trust upon all or any portion of its
property, rights and franchises, including its franchises to be a cor-
poration; and it shall be lawful for said company to subscribe to and
hold shares in the capital stock of any other corporation, whenever
the board of directors shall deem it to its interest to do so. Each
stockholder in said company shall be entitled to one vote for each
share held by him, and no stockholder shall be held individually lia-
ble for the debts or liabilities of the company in any larger or further
sum than to such amount as may be due and unpaid severally upon
the shares of stock purchased or subscribed for by him at the agreed
price thereof; said company shall pay all taxes upon its property in
this state in lawful money of the United States, and not in coupons.

7. It shall be lawful for any corporation or company, whether for-
eign or domestic, to subscribe for, acquire and hold the shares of the
capital stock of said company.

8. The principal office of the company shall be in the state of Vir-
ginia, in the town of Lexington; but the company may establish in
any other place, state or county, such other offices as it may find
necessary for the conduct of its business and the preservation of its
records.

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