CHAP. 385.—An ACT to incorporate the Midvale development
company.

Approved February 28, 1890.

1. Be it enacted by the general assembly of Virginia,
That A. J. May, W. P. Logan, F. J. Kimball, I. H. Dingee,
Clarence M. Clark, Joseph I. Doran, S. A. Crozer, A. J.
Dull, Charles G. Eddy, 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 poli-
tic and corporate, under the name and style of the Mid-
vale development 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, 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, en-
joy, and exercise all the rights, powers, and privileges
pertaining to corporate bodies, and necessary for the pur-
poses of this act, and may make by-laws, rules, and regu-
lations, 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 conduct
of its affairs.

2. The capital stock of the said company shall not be
less than twenty-five thousand dollars, and may be in-
creased to any amount, not exceeding one million dollars,
by issue and sale of shares, the par value of which shall
not be less than fifty dollars, from time to time, under
such regulations as the board of directors of said com-
pany shall from time to time prescribe; and the directors
may receive real or personal property suited to the busi-
ness of the company in payment for subscriptions to the
capital stock, at such valuation as may be agreed upon
between the directors and the subscribers.
3. The said company is authorized and empowered to
bore for salt, oil, petroleum and gas, and produce, manu-
facture, refine, transport, store, and supply the same; to
lay, maintain, and operate pipes, pipe-lines, and tanks, to
transport, store and supply gas. oils, liquids, and volatile
substances for heating, lighting, manufacturing and other
purposes; to mine and quarry for coals, clay, stone, sand,
and other minerals; to manufacture salt, gas, glass, chem-
icals, and all articles made from the products of the com-
pany; to hold, purchase, maintain, operate, mortgage, sell
and transfer real and personal property in this state and
elsewhere, including pipes, pipe-lines, tanks, buildings,
machinery or other appliances, as the purposes of the com-
pany may require.

4. The company shall have the right to transport, store,
distribute, or supply gas, oils, Jiquids and volatile substan-
ces for and to the public upon such terms and charges as
may be mutually agreed, and as shall be reasonable, and
shall have a lien on the same until all charges are paid.
In order to lay, maintain and operate its pipes and pipe-
lines for this public use, the company may acquire by
condemnation in the mode provided by law for internal
improvement companies such lands and easements and
other property as may be required for the purpose.

5. The persons first named in this act, or such of them
as shall accept the provisions hereof, shall constitute the
first board of. directors of the said company, and shall con-
tinue in office until the first meeting of the stockholders
thereof. At such first meeting, and at every annual meet-
ing, 80 many directors shall be elected as may be pres-
cribed by the by-laws and regulations of said company,
who may be removed by the stockholders in general meet-
ing, 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 he
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 security, as they may deem fit.
7. The board of directors may establish offices and agen-
cies at such places as they may deem proper, but the prin-
cipal office of the companv shall 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 Radford, in Montgomery county,
Virginia, on the first Wednesday of May of each year, or
as soon thereafter as practicable, and on such other day,
and at such other place, as the stockholders may by reso-
lution, adopted in any annual meeting, to take effect at the
next annual meeting, prescribe. A general meeting of the
stockholders of said company may be held at any time as
provided for by the eleven hundred and fourteenth section
of chapter forty-seven of the code of Virginia, edition of
eighteen hundred and eighty-seven.

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
representatives or duly authorized agent or attorney; 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 tothe
persons entitled thereto for a like number of shares.

10. It shall be lawful for said company to issue and 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 its business; and may secure
the payment of said bonds by mortgage or deeds of trust
upon all or any portion of its property and franchises, in-
cluding its franchise to be a corporation; and it shall be
lawful for said company to subscribe for and hold the
shares of stock and bonds of any corporation, and for any
corporation to acquire, guarantee or hold the shares of
stock or bonds of the said company.

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

12. All taxes and debts due and to become due by said
company to the state of Virginia shall be paid in lawful
money of the United States and not in coupons.

13. This act shall be in force from its passage, but the
general assembly of the state of Virginia reserves the
right to modify, alter or repeal this act at any time
hereafter.
CHAP. 386—An ACT to incorporate the Appalachian steel and
' - jron company.

Approved February 23, 1890.

1. Be it enacted by the general assembly of Virginia,
That R. A. Ayres, Extine Norton, F. W. Nuidekoper, J ohn
H. Inman, W. P. Clyde, E. B. Lersenring, M.S. Kemmerer,
H. C. McDowell, H. W. Bates, or such of them as may
accept the provisions of this act, their associates and suc-
cessors, be, and they are hereby, incorporated and made a
body politic and corporate, under the name and style of
the Appalachian steel and iron company, and by that
name shal] 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 in equity, 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.

2. The capital stock of the said company shal! not be less
than fifty thousand dollars, and may be increased to any
amount not exceeding five million dollars by issue and
sale of shares, the par value of which shal! not be less than
fifty dollars, from time to time, under such regulations
and upon such terms and conditions as the board of direc-
tors of said company shall from time to time prescribe,
and the directors may receive lands, labor, material, and
other property suited to the business of the company in
payment for subscriptions to the capital stock, at such
valuation as may be agreed upon between the directors and
subscribers.

3. The said company is authorized and empowered to
purchase, ship, and sell iron, steel and other metals; to
manutacture iron, steel, and other metals and articles com-
posed wholly or partly of iron, or steel, or other metal ;. to
mine iron or coal and other minerals; to make coke and
sell and dispose of the same, and to erect foundries, roll-
ing mills, forges, furnaces, mills, pipe-lines, machinery,
fixtures, buildings and the necessary appliances; and to
purchase, hold, own, lease, sell and convey and control in
any manner, lands, iron ore, coal, timber and mineral
rights and interests in the lands and other property in
this state and elsewhere required in the conduct of its
business.

4. The persons first named in this act, or such of them
as shall accept the provisions thereof, shal] constitute the
first board of directors of said company,and shall con-

82
tinue in office until the first meeting of the stockholders
thereof. At such first meeting, and at every annual meet-
ing, 80 many directors shall be elected as may be pre-
scribed by the by-laws and regulations of the 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 said company shall at all meetings or
elections thereafter be entitled to one vote for each share
of stock registered in his name.

5. 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 its
business. The board shall appoint to hold during ite
pleasure, the subordinate officers and agents of the said
company, prescribe their compensations, and take from
them such bonds, with security, as they may see fit.

6. 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 within the limits of the state of Virginia.

7. The annual meeting of the stockholders of the said
company shall be held at Big-Stone Gap, Wise county, Vir-
ginia, on the first Wednesday of November of each year,
or as soon thereafter as practicable, and on such other day
and at such other place as the stockholders may, by reso-
lution adopted at any annual meeting, to take effect at the
next annual meeting, prescribe. A general meeting of
the stockholders of said company will be held at any time
as provided for by the eleven hundred and fourteenth sec-
tion of chapter forty-seven of the code of Virginia, edition
of eighteen hundred and eighty-seven.

8. The said company shall issue certificates of stock in
said company to the subscribers or purchasers thereof, in
shares of not less than one hundred dollars each, signed
by the president and countersigned by the secretary of
said company. The said certificates shall be transferable
only on the books of the company by the said subscribers,
their personal representatives, or duly authorized agent or
attorney; and the said certificates, when so transferred as
aforesaid, may be returned to the said company and can-
celled, and new certificates of stock shall be issued in lieu
thereof to the persons entitled thereto for a like number
of shares.

9. It shall be lawful for said company to issue or sel! 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 may secure the
payment of said bonds by mortgage or deeds of trust upon
all or any portion of its property and franchises, includ-
ing its franchises to be acorporation ; and may reserve the
right to the company or confer on the holder of any bond
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 company to guarantee or subscribe to or hold
shares in the capital stock or obligations of any railroad
company or other corporation whenever the board of di-
rectors of the company shall deem it to its interest to do
so; and any such corporation of this state or elsewhere
may guarantee or hold the bondsor the stock of said com-

pany.

10. No stockholder in said company shall be held liable
or made responsible for its debts and liabilities in a
larger or further sum than the amount of any unpaid bal-
ance due to the said company for stock subscribed for by
said stockholders.

11. All taxes and debts due or to become due the state
of Virginia by the company shall be paid in lawful money
of the United States and not in coupons.

12. This act shall be in force from its passage, but the
general assembly of the state of Virginia reserves to itself
the right to modify, alter or repeal this act at any time
hereafter.

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