Chap. 50.—An ACT to incorporate the colonial coal and coke company.

Approved January 138, 1900.

1. Be it enacted by the general assembly of Virginia, That John A.
Esser, W. C. Nent, C. P. Ford, H. A. Butler, J. L. Kemmerer, and M.S.
lkemmerer, or such of them as may accept the provisions of this act, their
associates and successors be, and they are hereby, incorporated under the
name and style of The colonial coal and coke company, and by that name
shall be known in law, and shall have perpetual succession and have
power to sue and be sued, plead and be impleaded, defend and be
defended, and make and have a common 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 pur-
poses of this act: and make by-laws, rules and regulations consistent with
existing laws of the state for the government of all under its authority,
the management of its estates and properties, and the due and order ly
conduct of its affairs.

2. The said company is authorized and empowered to purchase, hold,
own, lease and control in any manner; grant, bargain, sell, mortzave,
convey and otherwise dispose of real and personal estate in this state
or elsewhere; and may deal in goods, wares and merchandise; and the said
company is authorized and empowered to lay out its lands, or any part
thereof, into parcels or lots of convenient size, with intervening roads,
lanes, streets and alleys, and develop, work, improve and cultivate, or
otherwise dispose of the same in such manner and Upon such terms
as the said company may think proper; and may contract for, purchase,
lease, hold, construct, operate and maintain any work of public or private
improvement in this state or elsewhere, within the scope of its powers
as authorized by this charter with the right and power of laving out,
constructing, acquiring and operating any railroad or railroads, or other
road, from any of the lands or works of said company to any point or
points on the Norfolk and western railway, the Louisville and Nashville
railroad, and the Virginia and southwestern railway, or any of them, or
any other railroad that is now, or may hereafter be, constructed in or
through the county of Wise, in this state, not to exceed twenty miles
in length, and may acquire rights of way therefor by condemnation pur-
suant to the general law of “this state regulating the same: provided,
however, that nothing in this section shall be construed as exempting
the said company from the provisions of chapter fifty-one of the code of
Virginia, edition of eighteen hundred and eighty-seven.

3. The said company is authorized and empowered to mine and quarry
coal, iron ore, marble, limestone and other mineral substances, and
prepare and manufacture the same for use and sale in whatever manner
or form it may adopt: and to manufacture and prepare for market and
sale all other raw materials, mineral or vegetable, produced by or from
its own lands, or obtained from others; and for such purpose may erect
and operate all kinds of furnaces, mills, manufactories, coke-ovens, works
and machinery necessary for the enjoyment of the privileges herein
granted to the fullest and most ample extent.
4. The capital stock of the said company shall not be less than on
hundred and fifty thousand dollars, divided into shares of one hundre¢
dollars each, and may be increased to any amount not exceeding threé
hundred thousand dollars, by issue and sale of shares thereof, from tim
to time, under such regulations, upon such terms, and at such price as thé
board of directors of the said company shall from time to time prescribe
and the directors may receive money, land or other property, real o1
personal, leases, options, mines, minerals, or other rights or easements
labor or service, in payment for subscriptions to the capital stock a
such valuation as may be agreed upon between the directors and the
subscriber.

5. The said company may hold such amount of real estate as may be
convenient or necessary for the use and enjoyment of the powers anc
privileges herein conferred: provided, the same shall not excecd twenty:
five thousand acres in any one county.

6. The five persons first named in this act shall constitute the firs!
board of directors of the said company, and shall continue in office unti.
the first meeting of the stockholders thereof. At such first meeting, anc
at every annual meeting, so many directors shall be elected as may be
prescribed 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 successors shall be elected and quali-
fied. Each stockholder in the company shall at all meetings, or elections
thereafter, be entitled to one vote for each share of stock registered in
his name. |

%. The board of directors shall be stockholders 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. Whenever the
minimum amount of capital stock herein named shall have been sub-
scribed, and the board of directors shall have elected a president, said
company 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 agents of the said company, pre-
scribe their compensation, and take from them such bonds, with such
security, as they may deem fit.

8. The board of directors may establish offices at such places as they
deem proper, but the principal office of said company shall be located in
the state of Virginia.

9. The annual meeting of the stockholders of the said company shall
he held in the town of Dorchester, Wise county, Virginia, on the first
Wednesday in June of each year, or on such other day and at such other
place as the stockholders may, by resolution adopted in any annual
meeting, to take effect at the next annual meeting, prescribe. A general
meeting of the shareholders of said company may be held at any time,
3 provided by the ninth section of chapter forty-seven of the code of
Virginia, edition of eighteen hundred and eighty-seven.

10. The said company shall and may issue and sell certificates of stock,
ither preferred or common, in said company to subscribers thereof, in
such amounts and on such terms and at such price as the board of
directors of the said company shall from time to time prescribe, such cer-
tificates to be signed by the president and countersigned by the secretary
of said company: provided, that no preferred stock, or shares therein,
shall be issued or sold by the said company unless the issue and sale
of the same shall have been previously authorized by a majority of the
stockholders of the said company present, either in person or by proxy,
at a general meeting of such stockholders. ‘The said certificates shall
be transferable only upon the books of the company by the said sub-
scribers, their personal representatives, or duly authorized ayent or attor-
ney; and the said certificates, when so transferred as aforesaid, may be
returned to the said company and cancelled and new certificates of stock
shall be issued in lieu thereof to the person entitled thereto for a like
number.

11. It shall be lawful for the said company to issue and sell its bonds
from time to time for such sums, at such price and on such terms as its
board of directors may deem expedient and proper in prosecution of any
of its works or business; and to secure the payment of said bonds by mort-
gages or deeds of trust upon all or any of its property and franchises,
including its franchise to be a corporation; and to subscribe for, purchase
or otherwise acquire the capital stock or bonds of any other incorporated
company whenever the board of directors of this corporation shail deem
it to its interest so to do.

12. No stockholder in this corporation shall be liable or responsible
for its debts and liabilities in a larger or further sum than the amount of
any unpaid balance due to this corporation for stock subscribed for by
said stockholder.

13. This corporation shall pay in current money of the United States
all its taxes and other demands against it due the state.

14. The charter hereinbefore granted, except as to matters herein
otherwise specially provided for, is hereby declared to be subject to the
provisions of the general law in regard to chartered companies and cor-
porations as expressed in the code of Vi irginia, edition of eighteen hun-
dred and eighty-seven, chapters forty-six, forty-seven and fifty-one.

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