Chap. 55.—An ACT to incorporate the Rockbridge Mining Company.

Passed January 11, 1867.

1. Beit enacted by the general assembly of Virginia, That
Daniel C. E. Brady, William W. Rex, Lorenzo Sibert, John
D. Imboden, and such other persons as may hereafter ‘be as-
sociated with them under this charter, be and they are hereby
created a body corporate and politic, under the name and
style of The Rockbridge Mining Company,’for the purpose
of mining and manufacturing manganese, barytes, gypsum,

and any other mineral substances in Rockbridge and other
counties in this-;commonwealth; and to that end are hereby
invested with all the general powers conferred, and made
subject to all the restrictions imposed upon corporations and
chartered companies by chapters fifty-six and fifty-seven of
the Code of Virginia, so far as the same are not inconsistent
with this act.

2, It shall be lawful for said company to acquire by pur-
chase, lease or otherwise, and hold or dispose of for the pur-
poses aforesaid, lands in tee, or lesser estate, in this common-
wealth, and to obtain therefrom, by mining or otherwise, any
mineral substance whatever, and to vend the same, or any
manufacturéd product thereof, at any place or places; to
erect mills, manufactories or furnaces; to build and equip
tram-roads upon its,own or the lands of others, with their
consent, from its mines to the James river and Kanawha
eanal or other public highway, or to any mill, manufactory
or furnace; to build, purchase or hire canal boats, or other
vessels, to transport its property to market; and to acquire,
hold or dispose of all other property necessary in and about
its mining and manufacturing operations, in as full and ample
manner as any person could do: provided, however, that
said company shall not own in fee, at any one time, more
than ten thousand acres of land in any one county of the
commonwealth. ,

3. The capital stock of said company shall not exceed one
million of dollars, to be divided into shares of one hundred
dollars each, to be subscribed for under the direction of the
persons herein named, or of such agent or agents as they or
a majority of them may appoint, and at such places and upon
such public notice, of not less than ten days, as they may
determine upon: and any person or persons may subscribe
for stock 1n said company, payable in mines, lands, or mining
rights or privileges, or any other right or property needed
by the company, in place of money, to be received in pay-
ment of such subscriptions, at such valuation in money as a
majority of all the subscribers to the joint stock, at the time,
shall determine to be just and fair; and to that end, the
stockholders in general meeting may appoint appraisers to
act for them in ascertaining such values. But any such sub-
scription, payable in real or personal property, shall become
void if satisfactory contracts with and conveyances to said
company be not made within such period as its by-laws may
prescribe, investing it with such title and control of said pro-
perty as was intended: by the subscription. Said company
may organize and commence its operations within ten days
after one hundred thousand dollars or more of the capital
stock has been subscribed in the manner herein provided,
either in money or property. - Additional subscriptions may
be received till the aggregate capital is subscribed, as the by-
laws may provide. And, to facilitate the raising of money
to enlarge the operations of said company, it may, by a vote
of a majority of the stockholders in general meeting, conter
authority on its president and directors, to issue certificates
of preferred stock, either registered or with coupons 4at-
tached, in shares of such amount each as the by-laws may
prescribe, not exceeding in the aggregate one-fourth of the
capital stock actually subscribed, upon which dividends of
ten per centum per annum may be guaranteed out of the net
profits of the company, payable semi-annually, at a time and
place specified on the face of the certificate; and when the
profits of the company exceed ten per centum per annum
upon the whole capital and preferred stock, the preferred
stock shall share ratably with the capital stock in such excess.
At the expiration of five years from the date of its issue, the
company may callin at par preferred stock issued by it when
the holders thereof shall have the option to receive the par
value of their shares in current money of the United States,
or convert the same at par into an equal amount at par of
shares of capital stock. Said company may secure such pre-
ferred stock by such liens or conveyances to a trustee, upon the
whole or any part of its property, as a majority of the stock-
holders may in general meeting direct, which shall be exe-
cuted under the signature of the president and secretary, and
seal of the company, and be duly recorded in the county
where the property. may be.

4, The affairs of the company s shall be managed by a pre-
sident and four directors, to be chosen by the stockholders
once a year, in gencral meeting, to hold their said offices till
their successors are duly elected. Vacancies in the office of
president or director occurring from any cause before an
annual election, shall be filled as the company’s by-laws may
prescribe. The president, with the advice and consent of
the board of directors, may appoint a secretary and trea-
surer, to hold office till removed in the manner provided in
the by-laws. The treasurer shall execute a bond, payable to
the company, in such penalty and with such sureties as the
board may require, and conditioned for the faithful discharge
of his duties. In like manner, any other agents of the com-
pany may be appointed deemed necessary 1u 1 the management
of its business.

5. The principal office of the company shall be kept in the
city of Richmond or elsewhere, as a majority of the stock-
holders may determine; and the by-laws may provide for the
establishment of such branch agencies and offices as the com-
pany may require. General meetings of the stockholders
shall be held in the manner prescribed by the Code of Vir-
ginia, or at such times and places as the president or a ma-
jority of the board of directors may deem important to the
interest of the company; notice of which shall be given ac-
cording to law. In all meetings, annual or called, each
holder 1 present, in person or by proxy, shall have one vote on
each share of his stock, except that the stockholders of pre-
ferred stock shall not be entitled to vote thereon.

6. Said company may provide in its by-laws for conducting
its various mining and other operations as distinct branches
of business, with separate accounts for each; and if at any
time the stockholders deem it important to permit any num-
ber of themselves to take charge of any particular mine, or
special branch of the general business, it shall be lawful for
the company to contract with any of its said stockholders to
operate such rine or conduct such special branch of business,
upon such terms as may be mutually agreed upon, and upon
such contract the parties may relinquish their respective
rights in the general_aggregate profits, and stipulate that the
profits arising from such separate operations shall accrue to
the stockholders conducting the same: provided, every such
contract shall be recorded in the county where the separate
business is to be conducted, and shall not affect the rights of
creditors of the company accrued before the date of its re-
cordation, nor impair the force and value of any lien acquired
by preferred stockholders as hereinbefore provided.

7. Said company may, from time to time, declare divi-
dends of net profits, but shall not divide any portion of its
capital until all its debts have been paid and preferred stock
taken in; it may then, by a vote of two-thirds in interest of
the stockholders, sell its property, divide the proceeds and
close its business. Every director and stockholder who shall
wilfully violate this section, shall be liable out of his own
estate for all the debts of the company then due. With this
exception, the stockholders shall not be liable for any debts
or responsibilities of the company otherwise than out of the
property they respectively have in the capital and funds of
the company. |

8. This act shall be in force from its passage, and the cor-
poration hereby created shall be perpetual, subject however
to amendment and modification, or to a repeal of its charter
at the pleasure of the-general assembly.