Chap. 149,—An ACT to ratify, confirm and amend the charter of the Monticello
company and its financial plan, and to give it additional powers.

Approved January 29, 1898.

Whereas the corporation court of the city of Norfolk did, on the
twenty-fourth day of July, in the year eighteen hundred and ninety- -S1X,
grant a charter of incorporation to the Monticello realty company, w hich
was on the twenty-seventh day of July, eighteen hundred and ninety-
six, duly lodged and recorded in the office of the secretary of the com-
monw ealth, as follows:

Virginia: Corporation court of the city of Norfolk—To all to whom
these presents come—greeting:

Whereas D. Lowenberg, T. R. Ballentine, C. W. Grandy, Caldwell
Hardy and Joseph B. Sanford, desiring to form a joint stock company,
have made, signed and acknowledged a certificate in writing setting forth
such facts and statements as are for such matters provided and required
by the laws of the state of Virginia, requesting that a charter of incor-
poration be granted them under the name of Monticello realty company,
upon the terms therein set forth, and have by their counsel presented
the said certificate to the corporation court of the city of Norfolk, in the
state of Virginia, where is to be located the principal office of the said
company; and

Whereas after due consideration it seems proper to grant the said
charter of incorporation upon the terms set forth in the said certificate, and
such others as may be hereinafter set forth: now, therefore, the corpora
tion court of the city of Norfolk, in the state of Virginia, doth hereb
adjudge, order and decree that

I. D. Lowenburg, T. R. Ballentine, C. W. Grandy, Caldwell Hardy
and Joseph B. Sanford, and such others as may now or hereafter, fron
time to time, be associated with them according to law, and their suc
cessors shall be, and hereby are, created and constituted a body politi
and corporate under the name of Monticello realty company. Said com
pany shall have all the general powers and be subject to all the genera
restrictions conferred and imposed by the laws of the state of Virgini:
and all acts amendatory thereof.

II. The said company shall have power to erect an hotel in the city o
Norfolk, Virginia; to engage in the business of managing, conducting, o
running such hotel, and to lease, sell, or otherwise do with or dispose o
the same; to engage in the various enterprises and businesses appurte
nant and incidental to the hotel business or management; to purchase
lease, or otherwise acquire, hold, improve, manage, develop, lease, sell.
convey, or otherwise do with or dispose of all sorts of property—real
personal and mixed—in the state of Virginia and elsewhere. Said com.
pany shall have power to borrow and loan money; to enter into anc
make contracts and covenants; to issue first preferred stock and seconc
preferred stock, either or both, and to designate, fix and regulate thc
amount of such respective preferments, and the conditions of the issue
of same; to issue common stock; to issue bonds and notes, and to secur
the payments of same by mortgages, deeds of trust, or by otherwis«
conveying or hypothecating its property and assets; to subscribe to and
purchase stock of other companies, and to hold, sell, hypothecate o1
otherwise do with or dispose of the same. And said company shal
have all the powers necessary and convenient for the carrying out of the
objects and purposes herein set forth and indicated, and such others as
may come within the legitimate scope of its business and the objects and
purposes aforesaid.

III. The capital stock of the said company shall be not less than one
hundred and fifty thousand dollars and not more than five hundred
thousand dollars, the same to be divided into shares of the par value of
one hundred dollars cach.

The said company or the incorporators shall have the power to deter-
mine how subscriptions to its capital stock may be received, and no
notice of the time and place of receiving such subscriptions shall be
necessary. It may increase or diminish its capital stock from time to
time in such manner as it may elect within the limits above prescribed.
It shall also have power to determine the time or times at which its pre-
ferred stock may be paid off and retired.

IV. The amount of real estate to be held by the said company shall
not exceed one hundred acres at any one time.

V. The principal office of the said company shall be in the city of
Norfolk, in the state of Virginia.

VI. The chief business to be transacted by the said company shall be
to erect on land to be acquired by it an hotel in the city of Norfolk, Vir-
gina; to maintain, manage, and conduct the hotel business in all its

ranches; to lease, sell, or otherwise do with or dispose of ,the said hotel
and property, and generally to exercise the powers and functions set
forth in section two of this charter.

VII. The names and residences of the officers who, for the first’ year
shall manage the affairs of the company, are as follows—to wit:

D. Lowenberg, president, Norfolk, Virginia; T. R. Ballentine, vice-
president, Norfolk, Virginia; C. W. Grandy, secretary and treasurer,
Norfolk, Virginia. Directors—the president, vice-president, and secretary
and treasurer of theeompany, whoshall be directors ex-officio, and Cald-
well Hardy, Norfolk, Virginia: Joseph B. Sanford, Jersey City, New
Jersey; Sylvanus Stokes, Baltimore, Maryland.

VILE. The said company shall pay in current money of the United
States of America all taxes and other demands against it due or which
mav become due the state of Virginia; and

Whereas the financial plan adopted by the subseribers to the stock of
sald company provided as follows:

The capital stock of said company shall not be less than one hundred
and fifty thousand dollars, nor more than five hundred thousand dollars,
divided into classes as follows:

First preferred stock, which shall be entitled to a cumulative dividend,
to be computed from the average date of the payments therefor at the
rate of six per centum per annum, before any of the other classes of
stock shall receive any dividend, and in case of adistribution of the as-
sets of the company other than current earnings, is to be entitled to
priority over the other classes of stock as to its face value, but in voting
power it is to rank only with the other classes of stock, and is not to be
entitled to any greater rate of dividend of the current earnings than the

said six per centum cumulative dividend no matter how large a divi-
dend of the current earnings may be declared.

Second preferred stock, whieh, after the payment of the cumulative
dividend of six per centum hercinbefore mentioned to the first preferred
stock, shall be entitled to a cumulative dividend to be computed from
the average date of the payments therefor at the rate of six per centum
per annum before the common stock shall receive any dividend, and in
case of a distribution of the assets of the company other than current
earnings is to be entitled to priority over the common stock as to its face
value, but in voting power it is to rank with the other classes of stock,
and is not to be entitled to any greater dividend of the current earnings
than the said six per centum cumulative dividend as above provided, no
matter how large a dividend of the current earnings may be declared.

Common stock, which shall be entitled to no dividend until after the
six per centum cumulative dividends above provided for the first pre-
ferred and for the second preferred stock are fully paid, but, after the
payinent of such six per centum cumulative dividends to the other
classes of stock as above provided shall be entitled to all the dividends
of the current earnings over and above such six per centum cumulative
dividends that may be declared, but in voting power it shall rank with
the other classes of stock, and in case of any distribution of the assets
of the company other than current earnings, shall not be entitled to re-
ceive anything until the full face value of the other classes of stock is
paid; it not being proposed to issue at that time any common stock, but
certificates transferable lv endorsement which would entitle the holder
to receive common stock as therein provided as soon as legislative au-
thority could be obtained authorizing the issue of such common stock
as fully paid; and

Whereas it was also proposed in said financial plan to issue at once
one hundred and twenty-five thousand dollars of first preferred stock,
fifty thousand dollars of second preferred stock, and one hundred and
twenty-five thousand dollars of such certificates, and each subscriber to
the first preferred stock should, as soon as his "subscription was fully
paid, be entitled to receive a certificate entitling him to an equal amount
of common stock as soon as the proper legislation could be obtained to
authorize the issue thereof as fully paid; and,

It was also further proposed to confer upon the board of directors the
power to issue, as soon as in their judgment the interest of the company
should require it, twenty-five thousand dollars face value of additional
first preferred stock, together with twenty-five thousand dollars face value
of additional certificates, the subscribers to such additional first prefer-
red stock to be entitled to an equal amount of such certificates in the
same manner and upon the same terms as the subscribers to the original
issue of first preferred stock, and that the subscriptions to the first | pre-
ferred stock and also to the second preferred stock would be received at

ar; and
P Whereas by said financial plan it was further proposed to issue one
hundred and eighty-five thousand dollars of first mortgage bonds, and
that the financial plan should be subject to change by the board of di-
rectors or by the stockholders in their discretion: therefore,

1. Be it enacted by the general assembly of Virginia, That the said
charter of the Monticello realty company be, and the same hereby is
ratified and confirmed, except in so far as the officers thereof may have
been changed in the meanwhile, in which event such change of officers
is also ratified and confirmed.

2. That the said company be, and it hereby is, authorized to issue
common stock as provided in its financial plan in lieu and in considera-
tion of the certificates therein mentioned, which common stock shall be
considered as fully paid, and there shall be no individual liability upon
the takers or holders of the same in reference thereto.

3. That the financial plan of said company as above set forth be, and
the same hereby is, ratified and confirmed: provided, however, and the
power is hereby given to said company not only to issue bonds to the
amount above mentioned, but also from time to time to any other
amount that it may see fit, and to secure the same by a mortgage or
mortgages or deed of trust or deeds of trust upon all its works, property
and franchises, or any part thereof; and provided, further, that said
company, acting herein by its board of directors, shall have power to
call in, retire and cancel at such time as the board of directors may
deem best its issue of first preferred stock, and to issue in lieu thereof
bonds of the company to bear interest at the rate of six per centum per
annum, payable semrannually, and to secure the same by a second
mortgage or deed of trust upon the works, property and franchises of
the company.

4, This act shall be in force from its passage.