CHAP. 252.—An ACT to incorporate the Winchester manufactur-
ing and development company.

Approved February 17, 1890.

1. Be it enacted by the general assembly of Virginia,
That C. M. Gibbens, John W. Rice, E. Holmes Boyd, T. J.
Cooper, James W. Seibert, Holmes Conrad, A. L. Shearer,
George F. Glaize, Henry Baetgir, Charles F. Eichelberger,
Henry S. Slagle, W. S. Love, William L. Evans, Albert
Baker, and R. W. Stone, and such other persons as may be
hereafter associated with them, and their successors, be,
and they are hereby, incorporated and made a body politac
and corporate, under the name and style of the Winchester
manufacturing and development company, and by that
name and style shal] have perpetual succession; may sue
and be sued, contract and be contracted with, plead and
be impleaded, have a common seal and change the same at
pleasure, and shall have, enjoy and exercise all the rights,
powers and privileges pertaining to corporate bodies, or
conferred on them by the code of Virginia, and shall be
sulject to all the provisions of the code of Virginia, so far
as the same may be applicable to and not inconsistent with
this act.

”. The capital stock of said company shall not be fess
{han ten. thousand dollars nor more than one million dol-
lars, divided into shares of one hundred dollars each, but the
said capital stock may be increased from time to time by
the stockholders, in general or special meeting, to a sum
not exceeding two million dollars; and said company may
receive subscriptions to its capital stock on payment of
such subscriptions in any kind of real or personal property,
and upon such terms and at such rate and value as the
directors may deem proper. The first five persons named
as incorporators in this act are hereby appointed commis-
sioners to receive subscriptions to the capital stock of said
company, but they shall not be required to give public
notice of the time and place at which books shall be
opened for subscriptions; and any time after stock to at
least the amount of ten thousand dollars has been sub-
scribed for, no matter when that event may occur, the said
comimissioners, or a majority of them, may, after such
notice, and in such manner as they may deem proper, call
a meeting of the subscribers, and at such meeting, or at
any adjourned meeting thereof, or as soon thereafter as
convenient to or agreeable to the subscribers, or to those
who have subscribed to a majority of the stock subscribed
for, the said company shall be organized under this char-
ter.

3. The officers of said company shall consist of a presi-
dent, secretary and treasurer, and such other officers as
the stockholders or directors shall deem proper, all of
whom shall be appointed or elected by the directors. One
person may hold more than one office in said company,
and the directors may require bonds of any of its officers
in such penalty and with such conditions as said directors
may deem proper.
4. The board of directors shall consist of not less than
five nor more than twelve members, who shail be eleeted
by the stockholders in general meeting, and they shall
hold office until their successors have been elected and
qualified. Any vacancy occurring in the board shal] be
filled by the remaining members until the next general
meeting of the stockholders. A majority of the directors
in office shall constitute a quorum. The number to be
elected shall be determined by the stockholders.

5. The stockholders shall have the right in general or
special meeting to adopt such by-laws for the government
of the company as they deem proper, not inconsistent
with the laws and constitution of the state and of the
United States, or with this act; and the directors may
also adopt such by-laws, provided they are not inconsistent
with those adopted by the stockholders, but’ by-laws
adopted by the directors may be changed or repealed by
the stockholders in general or special meeting.

6. ‘The principal office of the said company shall be in
the city of Winchester, or within one mile thereof.

7. Any incorporate body located in the state of Virginia
shall be authorized to subscribe for, purchase, and hold
stock in said company.

8. Each share of stock shall entitle the holder thereof
to one vote at any meeting of the stockholders; and the
personal liability of any stockholder shall be limited to
the amount due and unpaid upon the share or Sharss of
stock owned and held by him.

9. The said company’is authorized and empowered to
purchase, hold, own, lease, and control in any manner,
grant, bargain, sell, mortgage, convey, and otherwise dis-
pose of real and personal properties of any kind in the
state of Virginia or elsewhere: provided, that exclusive
of mining, mineral, and timber rights and privileges,
said company shall not own at any one time more than
twenty-five thousand acres of land in any one county.
The said company is authorized and empowered to bor-
row money and contract debts and issue its notes and
bonds, and may secure the same or any of them by deed of
trust or mortgage or pledge of any of its property, real or
personal or both. e said company is authorized and
empowered to subscribe for and purchase the capital stock

bonds of any other incorporated company, and to
locate, construct, equip, and operate or let a railroad not
exceeding thirty miles in length commencing at some
point in the city of Winchester or within a mile thereof
and running in any direction; and may also locate, con-
struct, equip, and operate or let lateral branches to said
railroad,.no one branch to exceed ten miles length and it
may connect said railroad with any other railroad or rail-
roads in the city of Winchester or within a mile thereof,
10. The said company is authorized and empowered to
engage in the business of manufacturing steel, iron and
wooden, woolen, leather, cotton and other goods, and may
engage in any kind of manufacturing that an individual
can lawfully engage in, and also engage in the business of
mining any kind of ores and minerals.

11. The said company is authorized and empowered to
improve any real estate 1t may acquire by the erection of
buildings for manufacturing and business purposes, mak-
ing, grading, paving streets, and in such other manner
as the directors may determine. It may erect hotels on
its property and operate or let the same; it may erect
dwelling and store houses and let the same; it may erect
factories, mills, and furnaces and the necessary machinery
for operating the same, and may erect or make such other
buildings, improvements, and machinery as may be
required, in the opinion of the directors, to enable it to
engage in the mining, manufacturing, and other business
contemplated or authorized by this act to enable it to
develop any property it may acquire.

12. All taxes shall be paid in lawful money of the Uni-
ted States and not in coupons.

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