CHAP. 451.—An ACT to incorporate the Norfolk and Portsmouth
land and improvement company.

Approved March 3, 1890.

1. Be it enacted by the general assembly of Virginia,
That Eugene T. Lynch, John C. Short, Frank W. Allin,
William A. Miner, and Robert T. Clark, of the city of
New York, and William H. Peters, of the city of Ports-
mouth, and William H. White, of the city of Norfolk, in
the state of Virginia, or such of them as accept the pro-
visions 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 “ Norfolk and
Portsmouth land 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 in equity, and may make and have a common
seal, and alter and renew the same at pleasure, and shal!
have, enjoy, and exercise all the rights, powers, and privi-
leges pertaining to corporate bodies and necessary for the
purpose of this act. .

2. The capital stock of said company shall not be legs
than fifty thousand dollars, and may be increased to any
amount not exceeding five million dollars, by subscription
or by the issue and sale of shares, the par value of which
shall be one hundred dollars, from time to time, under
such regulations and upon such terms as the board of
diréctors of such company shall from time to time pre-
scribe, and the directors may receive labor, supplies, and
materials, lanas, water rights, and other property, real or
personal, in payment for subscriptions to the capital stock,
at such valuation as may be agreed upon between the
directors and subscribers.

3. That said company is hereby authorized to acquire
by purchase, gift, exchange, or otherwise, and to hold, con-
vey, or otherwise use and dispose of lands, timbered or
arable, water rights, and all other interests in lands in the
counties of Norfolk, Nansemond, Princess Anne, and Isle
of Wight, in this state,and in the adjoining and neigh-
boring counties of North Carolina; such lands, however—
swamp, timbered, and arable—held in fee simple, not to
exceed at any one time two hundred thousand acres; to
till and to manufacture timber and lumber upon the same;
to construct, lease, and sell dwellings, warehouses, stores,
factories, and other buildings; to erect or construct and
to maintain docks, bridges, dams, ditches, basins, or
canals, tramways or railroads, and otherwise develop, use,
and improve the same; to provide, locate, purchase, erect,
and maintain all works necessary or desirable for the
manufacture of timber and lumber of every variety.

4. The persons first named in this act, or such of them
as shall accept the provisions 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 stock-
holders hereof. At such first meeting and at every an-
nual meeting so many directors shall be elected as may be
prescribed 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 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.

5. The hoard 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 said com-
pany, prescribe their compensation, and take from them
such bonds in security as they may deem fit.

6. 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 company shall be located in the city of
Norfolk or city of Portsmouth.

7. It shall be lawful for said company to issue or sell its
bonds from time to time, and on such terms, as its board
of directors may deem expedient and proper in the prose-
cution of any of its works; 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
franchises to be a 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 said company at any time, and it shall
be lawful for said company to subscribe to and hold shares
in the capital stock of any railroad or canal company, or
other corporation, whenever the board of directors of this
company shall deem it to its interests to do so, and any
such corporation may guarantee or hold the bonds or stock
of the said company.

8. No stockholder 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.

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

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