Chap. 84.—An ACT to Incorporate the Potomac Land and Improvement
Company.

In force February 18, 1872.

1. Be it enacted by the general assembly of Virginia, That
Anson Bangs, Cyrus H. McCormick, of New York, Aylett Nicol,
C. W. Dunnington, of Virginia, and Jesse Hoyt, of New York,
and all and every other person or persons hereafter becoming
members of the Potomac Land and Improvement Company,
in the manner hereinafter mentioned, their successors and as-
signs, shall be and they are hereby created and made a body
politic and corporate, by the name of the Potomac Land and

rs Improvement Company, and by that name shall and may have

perpetual succession, and be capable in law of purchasing,
using, holding, letting, improving, and disposing of such real
and personal property only as may be necessary for the objects
of this incorporation, clearly indicated by this act; and may
sue and be sued, plead and be impleaded, answer and be an-
swered unto, defend and be defended, in all courts of law and
equity, and may receive and make all deeds, transfers, cove-
nants, conveyances, grants, contracts, agreements, and bar
gains, whatsoever, necessary for the said purposes; and may

ay have and use acommon seal, which they shall have power to

i=]
0)

renew or alter at pleasure; and generally may do every other
act or thing necessary to carry into effect the provisions of this
act, and promote the objects and designs of said company, as
authorized by this act: provided, that nothing herein contained
shall authorize said company to hold more than ten thousand
acres of land at any one time.

2. That said Anson Bangs, Cyrus H. McCormick, Aylett
Nicol, C. W. Dunnington, and Jesse Hoyt, or a majority of
them, may receive subscriptions, from time to time, to the cap-

8 ital stock of said company, in shares of one hundred dollars
each, to any amount not exceeding five thousand shares, and
for the purpose of obtaining such subscriptions, may open
books at such time and place as they may think proper; and
every person who shall become a holder or entitled to one or
more shares of the said stock, shall thereupon become a mem-
ber of the Potomac Land and Improvement Company, hereby
incorporated; and every person, on being divested of all shares
of said stock, by transfer or otherwise, shall thereupon cease
to be a member of the said company. _

3. That when two thousand shares of said stock shall be
subscribed, the members of the said company shall proceed to
elect, after having given ten days’ notice, in one of the news-
papers in the county of Prince William, of the time and place
of such election, five directors, who shall continue in office
uimftil the first Monday in May then next ensuing; and the
members of the said company shall annually thereafter, on the
first Monday in May, elect, from the stockholders of said com-
pany, five directors, to serve for the term of twelve months,
and until others shall be chosen; and the election of directors
shall be conducted in such manner as, by the by-laws or regu-
lations hereafter to be made by the directors, shall be appointed,
and shall be made by such of the stockholders of said company
as shall attend for that purpose, either in person or by proxy;
and all elections shall be by ballot; each share of stock, on
which all instalments due have been paid, shall entitle the
holder thereof to one vote, and the five persons who shall re-
ceive the greatest number of votes shall be the directors, which
said directors, during their term of service, shall have the sole
management and direction of the stock, property, affairs, and
concerns of said company. And if it shall happen at any elec-
tion that two or more persons shall have an equal number of
votes, so that no choice shall have been made as to such per-
sons, then the stockholders herein authorized to vote at such
election shall proceed by ballot a second time, and bya plu-
rality of votes determine which of the persons, so having an
equal number of votes, shall be the director or directors, so as
to complete the number required; and the said directors, so
chosen, shall elect one of their number to be president of the
said company, who may preside at the meetings of the direct-
ors; and if any vacancy shall be occasioned in the board of
directors by death, resignation, or otherwise, the same shall be
filled, for the remainder of the term in which it may happen,
by such person or persons among the stockholders as the re-
mainder of the directors may appoint; and in case it shall, at
any time, happen that an election of directors shall not be
made on the day when, pursuant to this act, it ought to have
been made, the said corporation shall not, for that reason or
for any other non-user, be deemed dissolved; but it shall and
may be lawful, on any other day, to hold an election of direct-
ors, a8 the by-laws shall provide, or the directors last elected,
or a majority of them, shall authorize.

4. That the said company be and they are hereby empowered
‘to improve all such lands as they are hereby authorized to own
or purchase, and also lay out that tract or parcel of land front-
ing on the Potomac river, and lying between Quantico and
Chappawamsic creeks and back to the telegraph road, into
farms, lots, streets, squares, parks, lanes, alleys, and other di-
visions; of leveling, raising and grading the same, or making
thereon all such wharves, workshops, factories, warehouses,
stores, dwellings, gas-works, and such other buildings and im-
provements as may be found or deemed necessary, ornamental,
or convenient, and constructing, on the lands of said company,
aqueducts or reservoirs for conveying, collecting, and providing
pure and wholesome water; «and letting, renting, leasing, mort-
gaging, selling, or changing the same, or using any lot or other
portion of any of the said lands for depots, and for agricul-
tural, mining, or manufacturing purposes; and they shall have
power to purchase, fill up, occupy, possess, and enjoy all l&nd
covered with water fronting and adjoining the lands that may
be owned by them; and they may construct thereon wharves,
harbors, piers, and slips, and all other structures requisite or
proper for commercial and shipping purposes: provided, it
shall not be lawful for the said company to fill up any such
land covered with water, nor to construct any dock, pier, or
wharf immediately in front of the lands of any other person
or persons owning down to the water, without the consent of
such person or persons so owning, first had in writing and
obtained.

5. That a majority of the directors shall form a board for
the transaction of business, and shall have full power to make
by-laws, ordinances and regulations, and to appoint all officers
and agents, as they may think proper, and fix their compensa-
tion; to declare the forfeiture of stock, in case of non-payment
of instalments; to declare and provide for the payment of
dividends to the stockholders, and in general, to transact, plan
and superintend the business and concerns of the company:
provided, such by-laws, ordinances and regulations are not
repugnant to the constitution or laws of the United States or
of this state. |

6. That the capital stock of said company shall be deemed
personal property, and transferable only on the books of the
company, in such manner as the by-lays shall direct; and any
of the owners of the lands: hereby authorized to be purchased
by the said company, may take stock to the amount of the
whole or any part of his, her or thei interest therein. And
nothing herein contained shall be construed to restrict the
legislature from imposing any tax upon the property of the
company.

7. That the said company shall be at liberty to subscribe for
and take stock in any canal, rauroad, turnpike, or other high-
ways, that now is or hereafter may be incorporated or estab-
lished by the legislature of this state, which shall lead to or
pass through any lands that may be owned by the said company.

8. That the Potomac Land and Improvement Company be
and they are hereby authorized to construct works for the sup-
ply of the inhabitants of Potomac with pure and wholesome
water, and to make contracts with any persons or corporations
for that purpose.

9. That said company may take and hold any lands or other
real estate necessary for the construction of any canals, aque-
ducts, reservoirs, or other works for conveying or conducting
water, or for the erection of any building or machinery, or for
laying pipes or conduits for carrying such water, and to do any
other act convenient or necessary for such purpose, and may
distribute such water throughout Potomac.

10. That in case of any disagreement between said company
and the owner of lands which may be required for said purpose
or affected by any operation connected therewith, as to the
amount to be paid to such owner, or in case such owner shall
be an infant, or married woman, or insane, or absent from this
state, the county court in and for the county of Prince Wil-
liam shall, on the application of either party, nominate and
appoint three disinterested persons commissioners to examine
such property, and estimate the value thereof, or the damage
sustained thereby, who shall, upon reasonable notice to the par-
ties of the time and place where they will be heard in relation
to the matter, proceed, without delay, and make their report
thereon to the said court, at the next term thereof; and in case
the owners of such lands are unknown, or cannot be found, or
reside out of this state, said court may direct notice of the
application and meeting of commissioners to be given, by adver.
tisement or otherwise, in such manner as they may deem proper.

11. That whenever such report shall be confirmed by said
court, said company shall, within sixty days thereafter, pay to
said owner, or to such person as the court shall direct, the
sum mentioned in said report; and mm case such owner be an
infant, feme covert, an idiot, or insane, or shall not be known,
or shall reside out of the state, or his residence not be known,
the court may direct the same to be paid into court for his use,
which shall be in full compensation for the property so re-
quired, or the damages sustained, as the case may be, and upon
such pityment, said company shall become seized in fee of said
property so acquired, and shall be discharged from all claim by
reason of such damage.

12. That said company may lay their pipes and construct
their works under any highway, river, road, railroad, street,
alley, lane or court, on condition that they cause the surface of
such highway, road, railroad, street, alley, lane or court to be
restored to its original state, and all damages done thereto to
pe repaired under the direction and to the satisfaction of the
»fiicer or authority having charge or supervision of the same.

13.. That if any person shall, without authornty from said
company, maliciously or wilfully divert the water, or any part
hereof, fron: said works, or corrupt or pollute the same, or
hall injure or destroy any part of said works, such person,
nd his aiders and abettors shall be guilty of a misdemeanor,
nd on conviction, shall be punished by fine, not excceding one
housand dollars, and imprisonment not exceeding one year, or
oth at the discretion of the court; and the said company may
likewise sue for the damage caused thereby, and shall recover
three times the amount of damages actually sustained, as
found by the court or jury with costs.

14. That all the c6rporate powers, rights and privileges
hereby granted shall cease and determine at the expiration of
ninety-nine years from the date of this act, and that the legis-
lature of this state may at any time hereafter alter, amend,
modify or repeal this act as the public good may require.

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

N