Chap. 276.—An ACT to incorporate the Richmond Land, Mining and
Manufacturing Company.

Passed March 1, 1867.

1. Be it enacted by the general assembly of Virginia, That
S. C. Robinson, E. 8. Hamlin, C. C. McRae, W. F. Giddings,
T. H. Wynne, E. McCarthy, A. C. Dunn, W.S. Morris and
Chas. Ellis, their associates and successors, be and are hereby
incorporated and made a body politic and corporate, under
the name and style of The Richmond Land, Mining and Manu-
facturing Company, subject, however, to all the provisions of
chapters fifty-six and fifty-seven of the Code of Virginia,
(edition of eighteen hundred and sixty), applicable to corpo-
rations of this character, and not inconsistent with this act.

2. The said company may, by or under its corporate title,
make and use a corporate seal, which it may alter or renew
at its pleasure; and may sue and be sued, plead and be im-
pleaded, contract and be contracted with, and make by-laws,
rules and regulations, consistent with 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
conduct of its affairs.

3. The capital stock of said company shall not be less than
five handred thousand dollars, divided into shares of one
hundred dollars each, and -may be increased to any amount
not exceeding five millions of dollars, by issue and sale of
shares thereof, of one hundred dollars each, from time to
time, under such regulations as the board of directors of said
company shall from time to time prescribe. .

4, The said company shall have power and may purchase,
hold, grant, or otherwise dispose of real and personal estate:
provided, that not more than thirty-five thousand acres of
land shall be purchased. or held by the said company at any
one time; and the said company shall have power and may
lay out said lands, or any part thereof, into parcels or lots of
convenient size, with intervening roads, lanes, streets and al-
leys, and improve, cultivate, sell, grant, mortgage, or other-
wise dispose thereof, in such manner and upon such terms as
the said company may think proper; but after the expiration
of ten years from the passage of this act, the said company
shall not be allowed to purchase or hold any other lands or
other real estate, except such as may be acquired under the
fifth section of this act, until the quantity then held by the
said company shall be reduced below the quantity of ten
thousand acres, which shall be done within fifteen years from
the date of this act; and thereafter the said company shall
not, at any one time, purchase or hold more than ten thousand
acres of land or other real estate.

5. The preceding section shall not prevent the said com-
pany from purchasing or otherwise acquiring lands or other
real property, over and above the quantity specified in this
act, in satisfaction of any order, judgment or decree, as col-
lateral security for, or in payment of any debt, or from pur-
chasing at any sale made for its benefit: provided, that: not
more than ten thousand acres shall be purchased and held, at
any one time, under this section.

6. The’ said company shall have power, and may borrow
or lend money on mortgage or deed of trust, conveying real
or personal estate, or on other securities, and for such periods
as the said company may think proper; may discount any
bill of exchange, foreign or domestic, promissory note, or
other negotiable paper, and the interest may be received in
advance: provided, that nothing herein contained shall au-
thorize the said company to demand or receive more than
the legal rate of interest for any loan which they may make.

7. The said company may receive money to keep for its
depositors, either with or without interest payable thereon,
and may buy or sell bullion, buy, sell, draw or negotiate bills
of exchange.

8. The said company shall have power to purchase and
hold, or lease or receive in subscription, such real estate and
manufacturing, mining and agricultural properties, and such
personal property as they may deem necessary and proper
for the purposes of said association; and shall have power to
mine and transport to market, coal, iron and other minerals,
and to manufacture oil, iron, woollen and cotton or other ma-
terials; may establish a line or lines of steamships, or ships
propelled by other motive power, to run between any ports
in Virginia and ports of the United States, Europe, or else-
where; to build docks and wharves; to erect warehouses ad-
jacent thereto, for the receipt and discharge of cargoes of
ships or other vessels; to store goods, wares and merchan-
dize, and grant certificates therefor, in such form and under
such rules and regulations as the said company may from
time to time, by by- -laws, prescribe; and to- transport goods,
wares and merchandize either by land or water, and make,
grant and issue fire, marine and other protective palsies of
insurance.

9. The said company shall have power, and may contract,
at or near any port of entry in the United States, Europe or
elsewhere, except Africa, with any person whatsoever, for the
manual labor or skill of such person on the farms, jands or
other properties of the said company, in the capacity of and
as farm hands, wood-choppers, mechanics, teamsters, seamen,
or any other service requiring manual labor or skill; and all
such contracts so made as aforesaid, and not inconsistent with
existing laws, shall be binding on the parties thereto; and
the parties aforesaid, so contracting to render manual labor,
service and skill, may be held to the performance of said
labor, service and skill, by the said company or its assignees,
under and in accordance with the by-laws, rules and regula-
tions of said company in force at the time ‘of the date of any
such contract, and which shall not be inconsistent with the
laws of Virginia: but no contract for labor, service and skill,
shall be binding for a longer period than three years from the
date thereof for adults, and for infant males until they shall
arrive at the age of twenty-one years, and for females until
they shall arrive to the age of eighteen years. All such con-
tracts, to be binding, shall be authorized, when executed in
the state of Virginia, or at or near any port of entry in the
United States, by at least two subscribing witnesses, and ac-
knowledged before a justice of the peace, a notary public, or
a judge of a court of record, or a commissioner of the state
of Virginia for any of the United States; and if executed in.
a port without the boundaries of the United States, in the
manner and form prescribed by chapter one hundred and
twenty-one of the Code of Virginia, for the authentication
and recordation of deeds and other writings.

10. All drafts, orders, checks, or other paper of the said
company, signed by the president and countersigned by the
eashier, promising or directing the payment of any money, or
the delivery of any securities or other thing, shall be bind-
ing on said company; and any draft, order, check, or other.
paper, issued and signed and countersigned as aforesaid, shall
be transferable and negotiable, if payable to order, by en-
dorsement; and if payable to bearer, by delivery.

11..The said company shall not pay out the bills or notes
of any bank, or branch thereof, except such as it will receive
at par in payment of debts due the said company, or on de-
posit.

12. If any draft, check, order, acceptance or other paper,
due from the said company, be presented for payment within
the usual hours of business, at the office or agency where
payable, and be not paid when so presented, in the funds
therein specified, the parties presenting the same may, on
motion, suit or warrant, (according to the amount thereof),
recover from the said company the amount of such draft,
check, order, acceptance or other paper, with twelve per
centum per annum from the time of such failure until pay-
ment.

13. No director of said company, nor any firm in which
said director is a partner, shall be allowed to owe at any one
time, as principal, to said company, more than ten thousand
dollars, unless the same shall be secured by two or more re-
sponsible endorsers, neither of whom shall be a director, or a
deed of trust on real estate, the estimated cash value of
which shall be at least twice the amount proposed to be bor-
rowed, and then not for a greater amount than twenty thou-
sahd dollars. ° .

14. The said company shall not discount any bill or note
drawn, accepted or endorsed by a person or company whose
liabilities, by virtue of that and other bills or notes drawn,
accepted or endorsed by him or it, and discounted by the
said company, will exceed forty thousand dollars; but every
note or bill mentioned in this and the next preceding section,
shall, if discounted, be binding on the parties.

15. The seven persons first named in this act shall consti-
tute the first board cf directors of the said company, and
shalt continue in oflice- until the first meeting of the stock-
holders thereof. At such first meeting, and at every annual
meeting, 80 many directors shall be elected as may be. pre-
scribed by the by-laws and regulations of said company, who
may be removed by the stockholders in general meeting ;
but unless so removed, shall continue in office until their suc-
cessors shall be elected.

16. The board of directors shall consist of seven persons,

until a greater or less number shall be prescribed by the by-
laws and regulations of said company, and shall be stock-
holders of said company. They shall appoint one of their
number president, and may fill any vacancy that may occur
in said board, unless by removal; in which case the same shall
be filled by the stockholders in general meeting. The board
shall appoint (to hold during its pleasure) the subordinate
officers and agents of the said company, prescribe their com-
pensation and take from them such bonds, with such security,
as they may deem fit.
' 17. The principal office of the said company shall be in
Richmond, Virginia; and the board of directors may esta-
blish other offices or agencies at such places as they may
think proper.

18. The annual meetings of ‘the stockholders of the said
company shall be held on the Wednesday after the second
Monday in January of each year, or on such other day as the
stockholders may, by resolution adopted in any annual meet-
ing, to take effect at the next annual meeting, prescribe. A
general meeting of the stockholders of said company may be
held at any time, as provided for by. the eighth section of
chapter fifty-seven of the Code of Virginia, (edition of eigh-
teen hundred and sixty). } -

19. The said company shall issue certificates of stock in
said company, to the original subscribers therefor, in shares
of not less than one hundred dollars each, signed by the presi-
dent and countersigned by the secretary of said company.
The said certificates shall only be transferred by endorsement
thereon, made by the original subscriber therefor, his perso-
nal representative or transferee, and acknowledged before
any notary public, or other person authorized by the Code of
Virginia to take acknowledgements of deeds; and when so
transferred, shall pass to the transferee thereof the number of
shares of the capital stock of the said company represented
by the said certificates, with all dividends thereafter declared
thereon; and the said certificates when so transferred as afore-
said, may be returned to the said company and cancelled, and
new certificates of stock issued in lieu thereof, to the person
entitled thereto, for a like number of shares.

20. This act shall be in force from the day of the passage
thereof. The legislature reserves to itself the right to modify,
alter or repeal this act at any time hereafter.