CHAP. 310.—An ACT to incorporate the Frederick county im-
provement company.

Approved February 22, 1200.

1. Be it enacted by the general assembly of Virginia,
That R. E. Byrd, C. M. Peery, T. W. Harrison, John S.
Wissler, H. H. Baker, W. H. Baker, John W. Rice, George
E. Bushnell, L. N. Huck, S. H. Hansbrough, William
Rieley, C.S. W. Barnes,vand Henry Laughlin, or any of
them who may accept the provisions of this act, their
associates and successors, be, and they are hereby, incor-
porated and made a body politic and corporate under the
name and style of the Frederick gounty improvement
company, and by that name shall be known in Jaw, and
have perpetual succession, and have power to sue and be
sued, plead and be impleaded, defend and be defended in
all courts, whether in law or in equity, and may 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
to natural persons necessary for the purposes of this act.

2. The capital stock of said company shall not be less
than five thousand dollars, and may be increased to any
amount not exceeding two millions of dollars, by sub-
scriptions, or by the issue and sale of shares, the par
value of which shall not be less than ten dollars, from
time to time, under such regulations and upon such terms
and at such price as the board of directors of said com-
pany may from time to time prescribe; and the directors
may receive labor, supplies, materials, lands, water rights,
and other property, real or personal, in payment for sub-
scriptions to the capital stock at such valuation as may
be agreed upon between the directors and the subscribers.

3. The said company is authorized to purchase, acquire,
hold and convey lands and interests in lands in the coun-
ties of Frederick, Shenandoah, Appomattox, the city of
Winchester, and any county in the state of Virginia or
West Virginia; to till, mine, and quarry upon the same;
to construct, lease, and sel! dwellings, stores, or other
buildings; to erect and maintain bridges and dams, and
otherwise use, develop and improve the same; to grade
or improve streets; to furnish gas, electric lights, and
water; to provide, locate, purchase, erect, and maintain
all works necessary to furnish gas, electric light, and
water works, including pipe lines and conduits for the
reception and distribution of the same; to construct,
purchase, maintain and operate street railways with horse
power, steam, or electric power. And the said company
is authorized to lay out any of its lands into lots or par-
els, with streets, alleys, or parks, and may work, improve,
and develop the same, and may sell and dispose of the
yame as the said company may think proper; and may
contract for, purchase, lease, hold, construct, operate and
maintain any work of internal improvement within the
imits of the lands owned by said company.

4. The said company is authorized and empowered to
mine coal, iron ore, marble, and other mineral! substances,
and manufacture the same for use and sale; may erect, own,
jease, or operate furnaces, mills, manufactories, coke ovens,
or other works necessary or expedient to the enjoyment of
the privileges herein granted; and said company may
acquire by subscription or by purchase the stock or bonds
of any mining, manufacturing, water, gas, street railway,
or other improvement company within the limits of the
territory before named.

5. The seven persons first named in this act, or such of
them as accept the provisions hereof, shall constitute the
first board of directors of the said company, and shall
continue in office until the first meeting of the stockhold-
ers thereof. At such first meeting and at every annual
meeting, 80 many directors shall be elected as may be pre-
scribed by the 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 qualified. Each stock-
holder in the company shall, at all meetings or elections
thereafter, be entitled to one vote to each share of stock
registered in his name.

6. The board of directors shall be stockholders of said
company. They shall appoint one of their number presi-
dent, and may fill any vacancy that may occur in said
board, unless by a removal, in which case the same shall
be filled by the stockholders in general meeting. When-
ever the minimum amount of capital stock herein named
shall have been subscribed, and the board of directors
shall have elected a president, said company shall be con-
sidered legally organized, and may proceed to the trans-
action of business. The board shall appoint, to hold
during its pleasure, the subordinate officers and agents of
said company, prescribe their compensation, and take
from them such bonds, with security, as they may see fit.

7. The board of directors may establish offices and
agencies at such places as they may deem proper; but the
Principal office of the company shall be located at some
point in the county of Frederick, in this state. The first
meeting of the stockholders shall be called by the board

of directors herein named, to be held after the minimum

amount of stock shall have been subscribed, and at any

time within six months thereafter, and at such place as
4
may be designated by the said board, and all annual
meetings of stockholders thereafter shall be held on the
first Wednesday in May of each year, and at such place
as may be prescribed in the by-laws of the said company.
A general meeting of the stockholders of said company
will be held at any time, as provided for by section eleven
hundred and fourteen of the code of Virginia.

8. The said company shall issue certificate of stocks in
said company to the subscribers and purchasers thereof,
in sharés of not less than ten dollars each, signed by the
president and countersigned by the secretary of said com-
pany. The said certificates shall be transferable on the
books of the company by the said subscribers, their per-
sonal represenfatives or duly authorized agent or attorney,
and the said certificates, when so transferred, as aforesaid,
shall be returned to the said company and cancelled, and
new certificates of stock shall be issued in lieu thereof to
the persons entitled thereto to a like number of shares.

9. It shall be lawful for said company to issue or sell
its bonds from time to time for such sum and on such
terms as its board of directors may deem expedient and
proper in the prosecution of any of its work and for the
purchase of lands, and may secure the payment of said
bonds by mortgages or deeds of trust upon all or any portion
of its property and franchises, including its franchise to be
& corporation, and may reserve the right to the company,
or confer on the holder of any bonds of the company, the
right to convert the principal thereof into stock of the
company at any time, and it shall be lawful for said com-
pany to subscribe to and hold shares in the capital stock
of any railroad company or other corporation whenever
the board of directors of the corporation shall deem if to
its interest to do so, and any such corporation may guar-
antee or hold the bonds or the stock of the said company.

10. No stock in said company shall be held or made
responsible for its debts and liabilities in a larger or fur-
ther sum than the amount of any unpaid balance due to
the said company for stock subscribed for by said stock-
holders.

11. The said company, for the purpose of locating, lay-
ing, constructing, and operating its conduits and pipe
lines, and acquiring the lands and rights of way required
therefor, may enter upon lands and acquire by condemna-
tion, according to the laws of Virginia, the lands and
rights of way required by the company from time to time
therefor. |

12. All taxes due the commonwealth by said company
shall be paid in lawful money of the United States and
not in coupons.

13. This act shall be in force from its passage.
CHAP. 31]1.—An ACT to incorporate the Longwood land and im-
provement company.

Approved February 22, 1890.

1. Be it enacted by the general assembly of Virginia,
That Daniel Miller, Theodore K. Miller and M. R. Creigh-
ton, of the state of Maryland; R. Kenna Campbell and
Louis C. Arthur, of the state of Virginia, or such of them
as may accept the provisions of this act, their associates
and successors, be, and they are hereby, incorporated and
made a body politic and corporate under the name and
style of the Longwood land and improvement 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, whether
in law or in equity, and may 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 privi-
leges pertaining to corporate bodies, and necessary for the
purposes of this act.

2. That said company is authorized and empowered to
acquire, take and hold by purchase or otherwise, any real
estate, lands, tenements, personal or mixed property of any
kind or description whatsoever, and to sell and convey the
same, and to encumber the same by deed of trust, mort-
gage or otherwise, and to lease and accept leases of any
real or mixed property. And said company is authorized
to lay out and improve such land’, to erect or have erected
thereon dwellings and stores, hotels, mills, or other build-
ings, and to lease, sell or encumber the same and to man-
age and conduct any such hotel or hotels, and to estab-
lish, own, operate and conduct any mining or manufactur-
ing enterprise on said lands. And said company shall
have authority to construct or have constructed, equip and
maintain, operate or lease any railway-or railways upon
and from any of its property to any railroad running
through the county of Bedford: provided, the railway so
to be constructed shall not exceed forty miles in length.
And said company is authorized to take and hold stock
in any other company doing business in the state of Vir-
ginia, or to dispose of its stock fo any such company, and
any such company is hereby authorized and empowered
to take and hold such stock.

3. The capital stock of said company shall not be less
than two hundred thousand dollars nor more than one
million dollars, and shall be divided into shares of the
pear value of one hundred dollars each, and certificates of
stock shall be issued to the subscribers therefor or pur-
ehasers thereof, said certificates to be signed by the presi-
dent and countersigned by the secretary of said company.
The said certificates shall be transferable upon the books
of said company by the said subscribers or purchasers,
their personal representatives, or by their attorney duly
authorized in writing. The said stock shall be non-assess-
able and the stockholders shall be liable only for the price
agreed to be paid for stock subscribed for by them, and
no stockholder holding paid-up stock shall be liable to any
contribution or for any debts, liabilities or obligations of
said company.

4. The persons named in this act, or such of them as
shall except the same, shall constitute the board of direc-
tors of this company, to manage its business and shall con-
tinue to hold office until the first meeting of stockholders
heid to elect officers and until their successors shall be
elected and accept. The board of directors shall appoint
such agents or officers as may be necessary, prescribe their
duties, fix their compensation, require of them such bond
with or without sureties as they may deem proper and
may suspend or remove such agents or officers at pleasure.
The election of the board of directors after the election of
the first board shall be at the annual meeting of stock-
holders. The president shall be elected from the board of
directors by a majority of the votes of such board. All
vacancies occurring in the board may be filled by said
board for the unexpired term of the member whose office
is vacated. The directors shall hold office for one year and
thereafter until their successors shall have been elected
and have accepted.

5. It shall be lawful for said company to increase its
capital stock from time to time to an amount not exceed-
ing the maximum amount named in section three of this
act, and to dispose of its capital stock by subscription or
by the issue and sale of shares, under such regulations and
of such price and upon such terms as the board of direc-
tors shall from time to time prescribe, and the board of
directors may receive labor, supplies, materials and other
property real, personal or mixed, in payment of capital
stock at such valuation as may be agreed upon between
the directors and subscribers or purchasers, and to deliver
therefor so many paid-up shares of stock as may be agreed
upon. And the incorporators herein mentioned or any
one or more of them may transfer to said company for so
much paid-up stock of said company as may be agreed on
amongst themselves, any property, rights, privileges, fran-
chises, contracts, options or other property of any kind or
description whatsoever owned by them respectively.

6. The said company shall have power to advance and
loan money on real or personal security and to borrow
money and issue its own bonds therefor bearing interest at
not exceeding 81x per centum payable semi-annually, and
to secure said bonds by deed of trust or mortgage upon
any of its property, real or personal or mixed.

7. All taxes due the commonwealth by said company
shall be paid in lawful money of the United States and
not in coupons.

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

CaP. 312.—An ACT to incorporate the Fluvanna milling, mining,
and improvement company.

Approved February 22, 1800.

1. Be it enacted by the general assembly of Virginia,
That A. E. King, William Selater, Charles B. Seimey,
George E. Bethel, W. R. Cocke, W. K. L. Dixon, and James
O. Shepherd, or such of them as may accept the provi-
sions of this act, their associates and successors, be, and
they are hereby, incorporated and made a body politic
and corporate under the name and style of the Fluvanna
milling, mining, and improvement company, and by that
name shall be known in law and shall have perpetual suc-
cession, and have power to sue and be sued, plead and be
impleaded, defend and be defended: in all courts, whether
in law or equity, and may make and have a common seal
and alter or 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 regula-
tions consistent with the existing laws of the state for the
government of all under its authority, the management
of its estates and properties, and the due and orderly con-
duct of its affairs.

2. The capital stock of said company shall not be less
than five thousand dollars, and may be increased to any
amount not exceeding five hundred thousand, by issue
and sale of shares thereof, not less than fifty dollars each,
from time to time, under such regulations as the board of
directors of said company shall from time to time pre-
scribe; and the directors may receive real or personal
property in payment for subscriptions to the capital stock,
at such valuation as may be agreed upon between the di-
rectors and the subscribers.

3. 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 estate in this state or elsewhere;
and the said company is authorized and empowered to lay
out said 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 other-
wise 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, with the right and power of lay-
ing out, constructing and operating any railroad or rail-
roads or other roads or canal from any of the lands or
works of said company to any point on either division of
the Chesapeake and Ohio railroad or the Virginia Mid-
land or any other railroad that is now or may hereafter be
constructed: provided, however, that nothing in this sec-
tion shall be construed as exempting the said company
from the provisions of chapter fifty-one of the code of
eighteen hundred and eighty-seven, if it shall be engaged
in constructing or. operating any work of internal im-
provement in this state.

4. The said company is authorized to mine and quarry
gold, iron ore, manganese, copper, marble, slate, soapstone,
and other mineral substances, and prepare and manufac-
ture the same for use and sale in all manner of forms it
may adopt, and to manufacture and prepare for market
and sale all other raw materials, mineral or vegetable,
produced by its own lands or obtained from others; and
for this purpose may acquire, erect and operate all kinds
of furnaces, mills, manufactories, works, and machinery
necessary for the enjoyment of the privileges herein
granted to the fullest and most ample extent. The said
company shall have power, and may manufacture, pur-
chase, sell, ship and deal in goods, wares and merchan-
dise, and may contract for, build and maintain pipe-lines,
warehouses and elevators, and may store goods, wares and
merchandise, and grant certificates therefor in such form
and under such rules and regulations as the said com-
pany may from time to time by by-laws prescribe, and to
transport goods and merchandise either by land or water.

5. The persons named in section one of this act shall
constitute the first board of directors of the said company,
and shall continue in office until the first meeting of the
stockholders thereof. At such first meeting, and at every
annual meeting, so many directors shall be elected as may
be prescribed by the by-laws and regulations of said com-
pany, 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 qualified. Each
stockholder in the company shall, at all meetings or elec-
tions thereafter, be entitled to one vote for each share of
stock registered in his name. |

6. The board of directors shall be stockholders of said
company. They shall appoint one of their number presi-
dent, 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 subscribed, 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, prescribe their compensation, and take from
them such bonds with such security as they may deem fit.

7. The board of directors may establish offices and agen-
cies at such places ay they may deem proper; but the
principal office of the company shal] be located at some
point within the limits of the state of Virginia.

8. The annual meeting of the stockholders of the said
company shall be held at Palmyra on Wednesday after

the first Monday in July of each year, or on such other
day and at such other place as the stockholders may, by
resolution adopted at any annual meeting, prescribe; said
resolution to take effect at the next annual meeting therc-
after, however. <A general meeting of the stockholders of
said company may be held at any time, as provided for
by section eleven hundred and twenty-two of the code of
Virginia.

9. The said company shall issue certificates of stock in
said company to the subscribers thereof, in shares of not
less than fifty dollars each, signed by the president and
countersigned by the secretary of said company. The
said certificates shall be transferable only upon the books
of the company by the said subscribers, their personal
representative, or duly authorized agent or attorney.

10. It shal] be lawful for said company to sell its bonds
from time to time for such sums and on such terms as its
board of directors may deem expedient and proper in the
prosecution of any of its works, and to secure the payment
of said bonds by mortgages or deeds of trust upon all or
any portion of its property or franchises, including its
franchises to be a corporation, and it shall be lawful for
said company to guarantee the payment of the interest or
principal, and interest of any bonds or any. other evidences
of indebtedness that may be issued by any railroad com-
pany or other incorporated company,or subscribe to, acquire,
and hold shares in the capital stock of any such company,
whenever the board of directors of the Fluvanna milling,
mining and improvement company shall deem it to its
interest to do so.

11. No stockholder in said company shall ever be held
liable or made responsible for its debts and liabilities in
a Jarger or further sum than the amount of any unpaid
balance due to the said company for stock aubecr bed for
by said stockholder.
12. Whenever this corporation shall exercise any of the
privileges conferred by this act, it shall be liable to pay
the same taxes, licenses as may be imposed by law upon
other like corporations or persons exercising like privi-
leges.

13. The charter herein 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 corporations, as expressed in
the code of Virginia, chapters forty-six and forty-seven.

14. This charter is granted upon the condition that all
taxes and other liabilities due by it to the state of Virginia
shall be paid in currency, not In coupons.

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

CHAP, 318.—An ACT to incorporate the Tug river coal and coke
company

Approved February 22, 1890.

1. Be itenacted by the general] assembly of Virginia, That
R. T. W. Duke, junior,Frank Gilmer, James L. Gordon,Ben-
nett Taylor, and E. McH. Train, and their associates and
successors, are hereby created a body politic and corporate
by the name of the Tug river coal and coke company, and
as such shal! have all the rights, franchises and immuni-
ties applicable to such a corporation. Sections eleven hun-
dred and forty-one and eleven hundred and forty-three, of
the Virginia code of eighteen hundred and eighty-seven
shall not apply to said company.

2. The capital stock of said company shall not be Jess
than ten thousand dollars, and may be increased by the
directors of said company, to three million dollars, and the
same shall be divided into shares of one hundred dollars
each.

3. Any three of the corporators may act as commissioners
to receive subscriptions to the capital stock of said com-
pany, said commissioners to be chosen by a majority of
the corporators present at their first meeting, not less than
three being present. Such subscriptions may be received
and paid in money or lands, machinery, lumber, timber or
bonds and stocks of other corporations, at a valuation in
each case to be agreed on between the commissioners of
the company and those respectively making the subscrip-
tions.

4. The company shall have the right to mine all min-
erals and ores, bore for oil or gas, and buy, sell, and trans-
port any and all of same, and manufacture same, may ac-
quire and hold by purchase, lease, or otherwise, real and
personal property, and may also sell.or encumber by deed
of trust, mortgage or otherwise, on its properties or fran-
chises, and may lease or otherwise dispose of the same,
may engage in any mining or manufacturing or carrying
business, and shall have the right to erect and operate all
furnaces, coke ovens, colleries, works, and machineries,
and do all things necessary for the enjoyment af the privi-
leges herein granted to the fullest and most ample extent.

5. The company shall have the right to build, equip,
and operate, or assist other corporations in building or
operating tramways, or railroads from its works or mines,
to connect with established tramways, railroads, water-
ways, and rivers. But this company shall build no rail-
roads exceeding forty miles in length; and this company
shall have the right to hold shares of stock in any other
incorporated company, as if it were a natural person.

6. The principal office of this company shall be in the
city of Charlottesville, or at such other place as the stock-
holders in general meeting mayappoint. The first annual
meeting shall be held in said city at some day to be fixed
by the corporators, or a majority of them, and within six
months after the passage of this act, and the general
annual meeting of such stockholders shall be held annu-
ally thereafter in said city, or at such other time and place
as the stockholders in general meeting may appoint.

7. No stockholder shall ever be personally liable for any
of the debts of the company, but each stockholder shal]
be liable to the company for the amounts, respectively, of
their shares of stock until paid up.

8. The acceptance of this charter by the said company
shall be deemed an agreement on its part to pay any and
all taxes due the state of Virginia in lawful money of the
United States and not in coupons.

9. This act shall be m force from its passage.