Chap. 161.—An ACT to incorporate the American development company of the
United States.

Approved January 29, 1898.

1. Be it enacted by the general assembly of Virginia, That Tazewell
Ellett, Warren P. Taylor, O. F. Bresce, junior, H. G. Buchanan, Charles
V. Carrington, Wirt E. Taylor, Clyde W. Saunders, A. L. lett, junior,
and C. H. Fleming, all of the city of Richmond, state of Virginia, or
such of them as may accept the provisions of this act, their associates,
successors, heirs or assigns, be, and they are hereby, ‘incorporated, in-
stituted and made a body politic and corporate, under the name, title,
and style of the American development company of the United States,
and by that name shall be known in law, and as such are authorized
and empowered to purchase, own, sell, lease, rent, buy, hold and con-
vey at pleasure any real, personal or mixed property in South America,
and more especially to buy, lease, sell, rent, operate, and generally to
own and develop any concession, grant or franchise of street railways,
bonded warehouses, cattle- -packing, cold-storing and shipping, railr« ads,
telegraph and telephone lines, or any other grant, concession or fran-
chise that the said company may acquire in any country, republic or
dependency in South America; and to establish, operate, own, perpetu-
ate and generally to work or cause to be worked or operated any mines,
mills, factories, furnaces, electric plants, or any other industrial or
manufacturing enterprise ‘of whatever kind or nature in the republic of
Venezuela, South America. In the state of Virginia and Venezuela the
company shall have the power to doa general bi inking business, and for
these purposes the company shall have the authority to buy, hold, sell,
lease or otherwise dispose of any real or personal property necessary ta
the proper prosecution of its business, the real estate in Virginia not to
exceed two acres, and may, in South America, build or lease, in connee-
tion with the use or improvement of any of its properties, tramways o1
railways operated by horse, steam or electric power.

2. The said company shall have perpetual succession, and have power
to sue and be sued, plead and be impleaded, defend and be defended ir
all courts, whether in law or equity, and make and have a common sea!
and alter and renew the same at pleasure, and shall have and enjoy al
the rights and privileges of a body corporate and politic under law; anc
the said company shall have and enjoy the full protection of the laws o:
the state of Virginia and the protection usually accorded to citizens 01
corporations transacting business in foreign countries.

3. The capital stock of said company shall not be less than five hun.
dred thousand dollars, and may, from time to time, with the consen
and approval of a majority of the stockholders or their duly organizec
representatives, be increased to any amount not CXC ‘eeding twenty-five
million dollars, necessary to carry out the company’s plans, by the issue
and sale of its stock in shares, the par value of w hich shall be not les
than one hundred dollars cach, and the sale thereof to be governed by
such regulations as the board of directors of said company may pre
scribe; and the directors may receive cash, labor, material, ree ul, per

sonal or mixed property, suited to the business of said company, in
pavment of subscriptions to the capital stock of the company at such
valuation as may be agreed upon between the directors and subscribers.
and make such subscriptions pavable in such manner or in such amounts
and at such times as may be agreed upon with the subscribers,

4. It shall be lawful for said company to borrow or lend money; to
igsue and sell its bonds, from time to time, for such sums and upon such
terms as its board of directors may deem expedient and proper, and to
secure the payment of such bonds by mortgages or deeds of trust upon
its properties or grants and franchises,

d. It shall be lawful for the said company to guarantee or hold the
bonds or stock of any other financial, industrial or manufacturing cor-
poration in South America, subject to the general laws of sail countries,
or any mining, railroading, finanelal, manufacturing or munieipal cor-
porations In South America, and may guarantee the bonds or stock of
said company.

6. The said company may own and hold as much land as may be
suitable and necessary for its purposes, and may purchase or otherwise
acquire by condemnation proceedings, or otherwise, such land im any
republic or dependency in South America, but shall not hold more than
two acres at any one time in the State of Virginia, and shall not have
the right of condemnation in said state.

The persons named in this act, or such of them as shall aecept the
provisions thereof, shall have the power and authority of a president and
board of directors for the first year or until their successors shall be
elected and qualified. They shall elect one of their number president
pro tempore. They shall open books of subscription to the capital
stock of said company at such times and places as they may see proper.
When five hundred thousand dollars or more are subscribed they may
convene the stockholders and organize the company. — Each stoekholder
shall be entitled to one vote for each share of stock subseribed for and
paid on by him. At the first meeting of the stockholders the president
pro tempore, appointed by the corporators, shall preside. The stock-
holders at the first meeting shall tix the number of directors and clect
them. The said board of directors shall elect a permanent president and
other officers and secretary, who shall certify said organization on the
books of said company, a copy of which, duly attested by a notary
public, shall be received as evidence of the legal organization of said
company. The board of directors shall be stockholders of said com-
pany, and they may fill any vacaney that may oecur in said board.
The board of directors may establish offices and agencies at such places
as they may deem proper, but the principal office shall be in Richmond,
Virginia.

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

9% This act shall be in force from its passage.