Chap. 268.—An ACT to incorporate the Keystone coal, iron and land company.

Approved February 15, 1894.

1. Be it enacted by the general assembly of Virginia, That W.
H. Bolling, William B. Campbell, John M. Wirgman, William H.
Triol and Frederick W. Halsey, 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 un-
der the name and style of the Keystone coal, iron and Jand com-
pany, and by that name shall be known in law and shall have per-
petual succession, 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 and renew
the game at pleasure, and shall have, enjoy and exercise all the
rights, powers and privileges pertaining to corporate bodies and
necessary for the purpose of this act, and may make by-laws, rules
and regulations 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 corporation shall not be less than
ten thousand dollars, and may, with the consent of a majority of its
stockholders, be increased from time to time to such amount requi-
site for its operations by the issue or sale of shares, the par value of
which shall not be_less than fifty dollars, from time to time, upon
such terms and conditions, under such regulations, and such part
of its capital stock may be preferred and such part common as the
board of directors of said corporation shall prescribe, and the direc-
tors may receive land, materials, services or other valuable thing in
payment or exchange for such issues or sales of the capital stock,
at such valuation or price for such land, materials, services or other
valuable thing as may be agreed upon, and the stock of the corpora-
tion so issued shall, for aJl purposes, be treated as paid for at par in
money, without any liability whatever thereon or upon the holders
thereof to pay any calls or assessments on account thereof, except
as may be agreed.

3. The said corporation is authorized and empowered to manufac-
ture and deal in iron, steel and other metals and articles composed
wholly or partly of the same; to mine and deal in iron ores, coal and
other minerals, to make and deal in coke and to erect and operate
works, buildings, machinery, fixtures and appliances for these pur-
poses; to purchase, hold and convey the obligations, mortgages and
securities, negotiable or otherwise, of corporations, associations and
Individuals in the line of its business; to purchase, hold and con-
vey lands (not exceeding, however, twenty thousand acres in fee
simple in any one county in this state) and interests in lands in this
state or elsewhere; to construct, lease and sell dwellings, stores and
other buildings, and otherwise use, operate, develop and improve
lands and interests in lands; and to purchase, hold and dispose of
property of any kind suited to the business of the said corpora-
tion.

4. The persons first named in this act, or such of them as shall
accept the provisions hereof, shall constitute the first board of di-
rectors of the said corporation, shall organize said corporation, and
shall continue in office until the first meeting of the stockhelders
thereof. At such first meeting and at every annual meeting s0 many
directors shall be elected as may be prescribed by the by-laws and
regulations of said corporation, who may be removed by the stock-
holders in general meeting; but unless so removed, shall continue in
office until their successors shall be elected and qualified. Each
stockholder in the corporation 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 appoint one of their number presi-
dent, and may fill any vacancy that may occur in said board until
the next annual meeting. Whenever the first board of directors
shall have elected a president and organized the corporation, the
minimum herein named, or any larger amount of capital stock, may
be subscribed for, issued or sold, and thereafter said corporation
shall be considered legally organized and may proceed to the transac-
tion of business. The board shall appoint, to hold during its
pleasure, the subordinate officers and agents of the said corpora-
tion, prescribe their compensations, and take from them such bonds,
with security, as they may deem fit. Stockholders, not exceeding
three in number, elected or appointed in such manner and for such
term as the by-laws may prescribe, and to receive such compensation
for their services as may be agreed upon, may act with the officers
and directors as an advisory committee or managers, and may as
such committee or managers be made ex officio members of the board
of directors.

6. The board of directors may establish offices and agencies at
such places as they may deem proper, but the principal office of the
corporation shall be located at some point within the limits of the
state of Virginia.

7. The annual meeting of the stockholders of the said corpora-
tion shall be held at such time and place in the state of Virginia as
he by-laws of the corporation, or the stockholders may by resolu-
ion adopted at any annual meeting to take effect at the next annual
meeting, prescribe. A general meeting of the stockholders of said
corporation may be held at any time, as provided for by the eleven
1undred and fourteenth section of chapter fifty-seven of the code of.
Virginia, edition of eighteen hundred and eighty-seven.

8. The said corporation shall issue certificates of stock in said
-orporation in shares of not less than fifty dollars each, signed by
the president, and countersigned by the secretary of said corpora-
‘ion. The said certificates shall be transferable only upon the books
of the corporation by the said subscribers, their personal represen-
tatives or duly authorized agent or attorney; and the said certifi-
tates, when so transferred as aforesaid, may be returned to the said
corporation and cancelled, and new certificates of stock shall be
issued in lieu thereof to the persons entitled thereto for a like num-
ber of shares. The fully paid preferred shares of the corporation at
par may, under such rules as may from time to time be prescribed
and amended by the board of directors, and may be approved at any
meeting or meetings of the stockholders, be accepted by the corpo-
ration in payment for property, in which event the shares so re-
ceived shall be retired and cancelled.

9. It shall be lawful for the said corporation to borrow money,
issue and sell its bonds or other obligations, from time to time, for
such sums and on such terms and at such prices as the board of di-
rectors may deem expedient and proper in the prosecution of its
business, and may secure the payment of the same by pledge, or
by mortgages or deeds of trust upon all or any portion of its pro-
perty or franchises, including its franchises to be a corporation;
and it shall be lawful for said corporation to subscribe for or acquire
by purchase, exchange or otherwise, the shares and bonds of any
corporation or association of this state or elsewhere, and for any
corporation or association of this state or elsewhere to acquire,
guarantee or hold the shares and bonds of the said corporation.

10. No stockholder of said corporation shall be held liable or
made responsible for its debts or liabilities for a larger or further
sum than the amount of any unpaid balance due to the said corpo-
ration upon his stock, according to the terms of the issue or sale
thereof.

11. All taxes and debts due or to become due the state of Virginia
by the corporation 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 the right to modify, alter
or repeal this act at any time hereafter.