CHAP. 247.—An ACT to incorporate the Southwest Virginia Improve-
iment Company.

Approved March 9, 1880.

1. Be it enacted by the general assembly of Virginia, That
J. E. Eskridge, James L. Radford, George W. Palmer, Jolin F
Slaughter, Daniel .P. Graham, Richard Wood, John Graham,
Junior, and G. C. Wharton, 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 cor-
porate under the name and style of The Southwest Virginia
Improvement Company.

2. The said company may, by or under its corporate title,
make and use a corporate seal, which it may alter or renew at
its pleasure, and may sue and be sued, plead and be impleaded,
contract and be contracted with, and make by-laws, rules and
regulations consistent with 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.

3. The capital stock of said company shall not be Jess than
three hundred thousand dollars, and may be increased to any
amount not exceeding ten million dollars, by issue and sale of
shares thereof, not less than ten dollars each, from time to
time, under such regulations as the board of directors of said
company shail, from time to time, prescribe; and the directors
may receive real or personal property in payment for subscrip-
tions to the capital stock at such valuation as may be agreed
upon between the directors and the subscriber.

4. The said company shall have power and may purchase,
hold, grant, mortgage, or otherwise dispose of real and personal
estate in this state or elsewhere; and the said company shall
have power and may lay out said lands, or any part thereof,
into parcels or lots of convenient size, with intervening roads,
lanes, streets and alleys, and develop, work, improve, culti-
vate, sell, grant, mortgage, or otherwise dispose of in such
manner and upon such terms as the said company may think
proper; and may contract for, construct, operate and maintain
works of public or private improvement: provided, however,
that nothing in this section shall be construed as exempting
the said company from the provisions of chapter sixty-one of
the Code of eighteen hundred and seventy-three, if they shall
engage in constructing or operating any work of internal im-
provement in this state; nor shall the said section be construed
so as to authorize the said company to construct any railroad
or turnpike without a special act for that purpose.

5. The said company shall have power and may loan money
on mortgage or deed of trust conveying real or personal estate,
or on other securities, and for such periods as the said com-
pany may think proper; may discount any bill of exchange,
foreign or domestic, promissory note or other negotiable paper,
and the interest may be received in advance.

6. The said company may receive money to keep for its de-
positors, either with or without interest payable thereon, and
may buy or sell bullion, buy, sell, draw and negotiate bills of
exchange.

7. The said company shall have power and may manufac-
ture, purchase, sell, ship and deal in goods, wares and mer-
chandise, and may contract for, build and maintain pipe lines,
warehouses and elevators, and may store goods, wares and
merchandise, and grant certificates therefor, in such form and
under such rules and regulations as the said company may,
from time to time, by by-law prescribe, and to transport goods,
‘wares and merchandise, either by land or water, and may make,
grant and issue fire, marine and other protective policies of in-
surance, and may do and perform all things necessary to carry
the provisions of this act into effect: provided, that if said
company shall avail themselves of the power granted above as
regards policies of insurance, they shall be considered to be a
foreign insurance company, and subject to the general laws
relating to foreign insurance companies.

8. All drafts, orders, checks or other paper of the said com-
pany, signed by the president and countersigned by the cashier,
promising or directing the payment of any money, or the deliv-
ery of any securities or other thing, shall be binding on said
company; and any draft, order, check or other papcr, issued
and signed and countersigned as aforesaid, shall be transfera-
ble and negotiable—if payable to order, by endorsement, and,
if payable to bearer, by delivery.

9. The 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 direc-
tors shall be elected as may be prescribed by the by-laws and
regulations of said company, who may be removed by the stock-
holders in general meeting; but, unless so removed, shall con-
tinue in office until their successors shall be elected and quali-
fied.

‘10. The board of directors shall be stockholders of said com-
pany. 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 stock-
holders in general meeting. The board shall appoint, to hold
during its pleasure, the subordinate officers and agents of the
said company, prescribe their compensations, and take from
them such bonds with such security as they may deem fit.

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

12. The annual meeting of the stockholders of the said com-
pany shall be held at New River depot, in Pulaski county, Vir-
ginia, on the first Wednesday of August of each year, or on
such other day as the stockholders may, by resolution adopted
in any annual meeting to take effect at the next annual meet-
ing, prescribe. A general meeting of the stockholders of said
company may be held at any time, as provided for by the eighth
section of chapter fifty-seven of the Code of Virginia, edition of
eighteen hundred and seventy-three.

13. The said company shall issue certificates of stock in said
company to the original subscribers thereof, in shares of not
less than ten dollars each, signed by the president and coun-
tersigned by the secretary of said company. The said certifi-
cates shall only be transferred by endorsement thereon, made
al

by the original subscriber therefor, his personal representative
or transferee, and when so transferred shall pass to the trans.
feree thereof the number of shares of the capital stock of the
said company represented by the said certificates, with all divi-
dends thereafter declared thereon; 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 person entitled thereto for a like
number of shares.

14. No stockholder in said company shall ever be held liable
or made responsible for its debts and liabilities in a larger or
further sum than the amount of any unpaid balance due to the
said company for stock subscribed for by said stockholder.

15. Whenever this corporation shall exercise any of the privi-
leges conferred by this act, it shall be liable to the same taxes
as may be imposed by law upon other like corporations or per-
sons exercising like privileges.

16. Provided, that all the real estate acquired shall be dis-
posed of in thirty years.

17. The charter heretofore granted is hereby declared to be
al subject to the provisions of the general law in regard to char-
tered companies and incorporations, as expressed in the Code
of Virginia, edition of eighteen hundred and seventy-three, chap-
ters fifty-six, fifty-seven, fifty-eighty, fifty-nine and sixty-one.

18. This act shall be in force from its passage, but the gen-

"~ eral assembly of the state of Virginia reserves to itself the right

to modify, alter or repeal this act at any time hereafter.