Chap. 587.—An ACT to incorporate the New York mining and manufacturing
company.

Approved March 8, 1894.

1. Be it enacted by the general assembly of Virginia, That John
C. Haskell, William P. Clyde, Thomas Clyde, George S. Scott and
George 8S. Scott, junior, or such of them as may accept the provisions
of this act, their associates and successors, be, and they are hereby,
incorporated under the name and style of the New York mining and
manufacturing company, and by that name shall be known in law,
and shall have perpetual succession and have power to sue and be
sted, plead and be impleaded, defend. and be defended, and may
make and have acommon 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
purposes of this act, and make by-laws, rules and regulations con-
sistent with existing laws of the state for the government of all
under its authority, the management of its estates and properties
and due and orderly conduct of its affairs.
2. The said company is authorized and empowered to purchase
hold, own, lease and control in any manner; grant, bargain, eell.
mortgage, convey and otherwise dispose of real and personal estate
in this state or elsewhere; and the said company is authorized and
empowered to lay out its lands, or any part thereof, into parcels or
lots of convenient size, with intervening roads, Janes, streets and
alleys, and develop, work, improve and cultivate, or otherwise dispose
of the same in such manner and upon such terms as the said com-
pany may think proper; and may contract for, purchase, lease, hold,
construct, operate and maintain any work of public or private im-
provement in this state or elsewhere, within the scope of its busi-
nese, a8 authorized by this charter, with the right and power of lay-
ing out, constructing, acquiring and operating any railroad or rail-
roads, or other road, from any of the lands or works of said com-
pany to any point or points on the Norfolk and Western railroad,
the Louisville and Nashville railroad, and the South Atlantic and
Ohio railroad, or any of them, or any other railroad that is now or
may hereafter be constructed in or through the county of Wise, in
this state, not to exceed twenty miles in length, and may acquire
rights of way therefor by condemnation, pursuant to the general law
of this state regulating the same: provided, however, that nothing
in this section shall be construed as exempting the said company
from the provisions of chapter fifty-one of the code of Virginia,
edition of eighteen hundred and eighty-seven.

3. The said company is authorized and empowered to mine and
quarry coal, iron ore, marble, limestone and other mineral sub-
stances, and prepare and manufacture the same for use and sale in
whatever manner or form it may. adopt; and to manufacture and
prepare for market and sale all other raw materials, mineral pro-
duced by or from its own lands, or obtained from others; and for
such purpose may erect and operate all kinds of furnaces, mills,
manufactories, coke-ovens, works and machinery necessary for the
enjoyment of the privileges herein granted to the fullest and most
ample extent.

4. The capital stock of the said company shall not be less than
two hundred thousand dollars, and may be increased to any amount
not exceeding five hundred thousand dollars, by issue and sale of
shares thereof, from time to time, under such regulations, upon such
terms and at such price as the board of directors of the said com-
pany shall from time to time prescribe; and the directors may re-
ceive money, land or other property, real or personal, leases, options,
mines, minerals, or other rights or easements, labor or service, in
payment for subscriptions to the capital stock, at such valuation as
may be agreed upon between the directors and the subscriber.

5. The said company may hold such amount of real estate as may
be convenient or necessary for the use and enjoyment of the powers
and privileges herein conferred: provided the same shall not exceed
twenty-five thousand acres in any one county.

6. The five persons first named in 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 shal!
be elected as may be prescribed by the by-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.

7. The board of directors shall be stockholders of said company.
They shall appoint one of their number president, 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 ap-
point, to hold during its pleasure, the subordinate officers and agents
of the said company, prescribe their compensation, and take from
them such bond, with such security, as they may deem fit.

8. The board of directors may establish offices at such places as
they may deem proper, but the principal office of said company shall
be located in the state of Virginia.

9. The annual meeting of the stockholders of the said company
shall be held in the city of Bristol, Washington-county, Virginia, on
the first Wednesday of March of each year, or on such other day
and at such other place as the stockholders may, by resolution
adopted in any annual meeting, to take effect at the next annual
meeting, prescribe. A general meeting of the shareholders of said
company may be held at any time, as provided by the ninth section
of chapter forty-seven of the code of Virginia, edition of eighteen
hundred and eighty-seven.

10. The said company shall and may issue and sell certificates of
stock, either preferred or common, in said company to subscribers
thereof, in such amount and on such terms and at such price as the
board of directors of the said company shall! from time to time pre-
acribe, such certificates to be signed by the president and counter-
signed by the secretary of said company: provided that no pre-
ferred stock or shares therein shall be issued or sold by the said
company unless the issue and sale of the same shall have been pre-
viously authorized by a majority of the stockholders of the said com-
pany present, either in person or by proxy, at a general meeting of
such stockholders. The said certificates shall be transferable only
upon the books of the company by the said subscribers, their per-
sonal 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 to the persons entitled thereto for a
like number. .

11. It shall be lawful for the 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 prosecution of any
of its works or business, and to secure the payment of said bonds by
mortgages or deeds of trust upon all or any of its property and fran-
chises, including its franchise to be a corporation, and to subscribe
for, purchase or otherwise acquire the capital stock of any other in-
corporated company whenever the board of directors of this corpo-
ration shall deem it to its interest so to do.

12. No stockholder in this corporation shall be liable or responsi-
ble for its debts and liabilities in a larger or further sum than the
amount of any unpaid balance due to this corporation for stock sub-
scribed for by said stockholder.

18. This corporation shall pay in current money of the United
States all its taxes and other demands against it due the state.

14. The charter hereinbefore 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, edition of
eighteen hundred and eighty-seven, chapters forty-six, forty-seven
and fifty-one.

15. 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.