CHAP. 137.—An ACT to incorporate the Norfolk Knitting and Cotton
Manufacturing Company.

. Approved March 8, 1880.

1. Be it enacted by the general assembly of Virginia, That
Booton Myers, John B. Whitehead, William J. Donald, Henry
S. Reynolds, John L. Roper, George M. Bain, W. D. Reynolds,
E. V. White, William H. Turner, their associates and suc-
cessors, be and are hereby created and constituted a body
politic and corporate, under the name of The Norfolk Knitting
and Cotton Manufacturing Company, and by that name and
style shall have perpetual succession, may sue and be sued,
contract and be contracted with, plead and be impleaded, have
a@ common seal and change the same at pleasure, and shall have
all the rights and privileges of a corporation, and be subject
to all the rules, regulations and restrictions imposed by the
laws of Virginia in relation to joint stock companies, so far as
they are applicable to and not inconsistent with the provisions
of this act.

2. The capital stock of this company shall not be less than
twenty-five thousand dollars, nor more than two hundred and
fifty thousand dollars, divided into shares of one hundred
dollars each, and each share shall be entitled to one vote. The
exact amount of stock to be issued between the aforesaid
limits shall be determined by a vote of the stockholders at an-
nual or special meetings lawfully convened. As soon after the
passage of this act as the aforesaid minimum sum of twenty-
five thousand dollars shall have been subscribed, the corpora-
tion may proceed to organize; and whenever the stockholders
may determine to increase the amount of capital stock, they
may proceed to take subscriptions to such additional stock,
either by selecting commissioners to open books of subscrip-
tion in the manner prescribed by the laws of the state for
taking subscriptions to stock in corporations, or by private
subscription or solicitation, or in any other manner and on any
terms that may appear best to the stockholders.

3. The object of this corporation is the manufacture of cotton,
woolen, hempen, flaxen, or silken fabrics.

4, The place of business of this corporation shall be in the
city or county of Norfolk, Virginia; but it shall have power
to make and enforce contracts anywhere within or without the
commonwealth, unless forbidden by local law.

5. The said corporation may acquire and hold real estate,
not to exceed twenty acres in amount, and may sell or alien
the same, or charge the same with its debts, or incur debts
upon the security of the same in any matter and for any pur-
pose that a natural person might; but this shall not be con-
strued to prevent the said corporation from buying or receiving
agreater amount of land than twenty acres, when necessary
or expedient for the purpose of saving or securing debts due to
the said corporation.

6. The officers of this corporation shall consist of a presi-
dent, secretary, treasurer and board of directors, seven in
number, of which the president shall be one ex-officio, and shall
preside at their meetings. All of these offices except those of
secretary and treasurer shall be held by stockholders of this
corporation. These officers shall be chosen at the regular
annual meetings of the stockholders, but vacancies may be filled
at special meetings. ‘The duties, powers, mode of election and
additional qualifications of the respective officers shall be pre-
scribed by the by-laws. If for any reason the election of
officers is prevented from taking place at the annual meetings,
the election may be held at a special meeting called for the
purpose, and the incumbents shall hold over until their succes-
sors are elected and have qualified.

7. The regular annual meeting of the stockholders shall be
held on the first Thursday in February of each year. No
notice of the annual meeting shall be required. Special meet-
ings may also be called whenever deemed proper by the presi-
dent or board of directors. Publication of the time and place
in one or more newspapers of the city of Norfolk for at least
seven days shall be a sufficient notice of such special meetings.

8. Five of the corporators in person and a majority of the
stock represented either in person or by proxy shall constitute
a quorum for the transaction of business, and stockholders
may vote by proxy as well as in person.

9. The corporation shall have power to make by-laws not
inconsistent with the laws of the state or of the United States,
and may amend or repeal the same at pleasure; it may pre-
scribe in such by-laws the mode and terms of subscription to
the capital stock. In addition to the ordinary remedies allowed
by law, it shall have a lien upon the stock for the unpaid instal-
ments, and may sell the same after thirty days’ default in the
payment of such instalments for such default, and after thirty
days’ notice of such sale by advertisement.

10. The signature of the corporate name by the president,
as president, with the seal of the corporation affixed, shall be
a sufficient exccution of any legal document or writing by the
corporation.

11. The stockholders shall not be individually liable for the
acts or debts of the corporation. The capital stock and other
corporate assets alone shall be liable for the debts of the cor-
poration.

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