CHAP. 518.—An ACT to incorporate the Douglas land compass
of Virginia. .

Approved March 4, 1890

1. Be it enacted by the general assembly, That William
P. Douglas, Douglas Robinson, junior, Frederick N. La-
rence, Andrew W. Smith, and Archibald D. Russell, of
such of them as shall accept the provisions of this act.
their associates and successors, be, and they are hereby.
incorporated and made a body politic and corporate undey
the name and style of the Douglas land company of Vir-
ginia, and by that name shall be known in law, and shall
have perpetual succession, and shall have the power to sue
and be sued, plead and be impleaded, defend and be de-
fended in all courts, whether in law or equity, may make
and have a common seal, and may alter and amend the
same at pleasure, shall have, enjoy, and exercise all the
rights, powers, and privileges pertaining to corporate bodies
and necessary for the purposes of this act, and may make
by-laws and regulations consistent with the existing laws
of this state for the transaction of business and the gov-
ernment of all under its authority, the management of its
estate and properties, and the due and orderly conduct of
its affairs.

2. The capital stock of the said company shall not be
less than two million dollars, and may be increased to any
amount not exceeding five million dollars by the issue
and sale of shares, the par value of which shall not be
less than one hundred dollars each, from time to time,
under such regulations as the board of directors of said
company shall prescribe; and the directors may receive
real or personal property suitable to the business of the
company in payment of subscriptions for 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, and control lands in any manner not
to exceed two hundred and fifty thousand acres, in the
counties of Washington, Smyth, and Grayson, in the state
of Virginia, as may be necessary or deemed expedient by
the directors for the conduct of its business; and from
time to time to manufacture iron and steel and other met-
als, composed wholly or partly of iron and steel and other
metals; to manufacture articles of any kind, and sell and
dispose of the same; to erect blast-furnaces, forges, mills,
any kind of machinery, fixtures, buildings, and the neces-
sary appurtenances required in the conduct of its busi-
ness; to manufacture lumber in any sbape, and run saw-
mills; also to keep inns, hotels, and places of entertain-
ment for man and beast; also to keep stores and shops for
the sale, at wholesale or retail, of goods, wares, and mer-
chandise of what kind and value soever; to mine coal,
iron, and any other minerals, and to make, lease, and
contract for the same for any of its purposes. And the
said company shall have the right from time to time to
purchase, lease, hold, and convey iron ore, mineral, and
limestone, and any and all other lands of what kind and
nature soever, rights and interest in lands situate in any
county in Virginia, or elsewhere in the United States, and to
mine iron ore, coal, or other minerals therefrom ; to prepare
the same for market, and transport and sell the same, and in
any of the counties named may construct and run any
railroad over any of the lands owned by the said company
and may connect the same with any other line of railroad
already constructed in this state or any adjoining state.
And the said company shall have the right to acquire
the capital stock or endorse the bonds of any other incor-
porated company in this state or elsewhere.

4. The persons first named in this act or such of them
as shall accept the provisions thereaf 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 so many directors shall be elected as may be prescribed
by the by-laws and regulations, 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 in the elections of officers, be en-
titled to one vote for each share of stock registered in his
name, and may vote either in person or by proxy.

5. The board of directors elected at their first meeting
shall be stockholders in said company. They shall ap-
point one of their number president and may from time
to time fill any vacancy that may occur in the 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 of directors shall appoint the subor-
dinate officers and agents of the said company, prescribe
their compensation and require of them such bonds and
security as they may deem advisable, and may remove any
such officer at pleasure. The board of directors shall from
time to time adopt by-lawsand make rules for the manage-
ment of saidcompany. The said board shall hold monthly
meetings either at Abingdon, Virginia, or in the city of New
York, or elsewhere, as they may determine, but no meeting
of the said board shall be held at any other place than the
two above mentioned unless six weeks previous notice of
such meetings shal! have been given to each member of said
board either personally or by mail.

6. The board of directors may establish offices and
agencies in or out of this state as they may deem advis-
able, but the principal office of said company shall be at
Abingdon, Virginia, or such other place as may be desig-
nated by the board of directors of said company within
the state of Virginia, but the proceedings of any meeting
of the stockholders or of the board of directors shall be
valid and lawful to all intents and purposes, although
such meeting may be held without the limits of ‘this state.

7. The annual meeting of the stockholders shall be held
on the first Monday in Juneof each year, or as soon there-
after as may be practicable, at Abingdon, in the state of
Virginia, or in the city of New York, and it shall be pro-
vided in the by-laws of said company at which of these
places such meeting shall be held, and on such other days
and at such other places as the stockholders may, by reso-
lution adopted in any annual meeting, prescribe.

8. The said company shall issue certificates of stock in
said company to the subscribers therefor in shares of not
less than one hundred dollars each, signed by the presi-
dent and countersigned by the secretary of the company.
The said certificates shall be transferable only on the
books of the company by the said subscribers, their per-
sonal representatives, their agents or attorneys in fact,
and certificates where so transferred may be returned to
the said company and cancelled and new certificates issued
in lieu thereof for a like number of shares.

9. It shall be lawful for said company to issue and sell
its bonds from time to time for such sums and upon such
terms as the board of directors may deem expedient and
proper for the advancement of the interest of the com-
pany and for the prosecution of its work, and may secure
the payment of its bonds by mortgages or deeds of trust
upon any portion or all of its property and franchises,
including its franchises to be a corporation. ‘

10. No stockholder in said company shall be liable or
made responsible for its debts or 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 stock-
holder.

11. It shall be lawful for the stockholders of the said
company at any stockholders’ meeting by a two-thirds
vote of the whole capital stock to change the name of the
said company.

12. Whenever this corporation shall exercise any of the
privileges conferred by this act it shall be liable to the
same taxes imposed by law upon other like corporations or
persons exercising like privileges.

13. All taxes due or to become due to the state from this
company shall be paid in lawful money of the United
States and not in coupons.

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