Chap. 19.—An ACT to Render Valid the Charter of Incorporation of the
Charlottesville Woollen Mills, and to Legalize all acts done in pursuance
thereof.

Approved January 18, 1872.

Whereas, on the eighteenth day of December, A. D. eighteen
hundred and sixty-eight, the judge of the circuit court of Albe-
marle county, in vacation, under the provisions of the act of
assembly in such cases made and provided, granted a charter
of incorporation to H. C. Marchant, B. C. Flannagan, D. T.
Shreeve, J. W. Payne, W. W. Flannagan, and such other per-
sons as might be thereafter associated with them under the
corporate name of the Charlottesville Woolen Mills; and
whereas, the said company did, on the nineteenth day of De-
cember, eighteen hundred and sixty-eight, commence to trans-
act business as a body politic and corporate, under the name
of the Charlottesville Woolen Mills, and have continued ever
since as such body politic and corporate, to manufacture woolen
goods, purchase property, real and personal, necessary for their
business operations, to execute notes and other obligations for
the payment of money, to take notes and other obligations for
the payment of money to the said Charlottesville Woolen Mills
from other parties, to take out policies of insurance, and to
transact all other business and do all other matters necessary
and proper for carrying on their business under and according
to the aforesaid charter, under the belief that they had been
regularly and legally constituted a body politic and corporate,
under and by virtue of the said charter; and whereas doubts
have arisen as to whether the said charter is a legal and valid
charter, and whether any acts, contracts or agreements made
by and in the name of the said Charlottesville Woolen Mills
are valid: now, therefore, for the purpose of removing such
doubts, and to render valid the said charter,

1. Be it enacted by the general assembly, That the said H.
Clay Marchant, D. T. Shreeve, J. W. Payne, W. W. Flannagan,
B. C. Flannagan, and their associates and successors, shall be
and are hereby incorporated and made a body politic and cor-
porate under the name and style of the Charlottesville Woolen
Mills, the business of the said corporation to be the manufac
ture, purchase and sale of woolen, cotton, silk and other fab-
rics, and such other articles or things as may be necessary and
proper in the management and conduct of said business. The
capital stock of said corporation to be not less than fifty thou
sand nor more than two hundred thousand dollars, divided int«
shares of fifty dollars each. The said corporation to purchase
and hold such real estate as may be necessary for the prope
conducting of its business not exceeding in value thirty thou
sand dollars. The principal place of business to be located in
the county of Albemarle and near the town of Charlottesville,
with the night to establish an agent or agencies wherever the
business of the corporation may require. The affairs of said
corporation to be managed by a president and board of direc-
tors, eleven in number, five of whom shall constitute a quorum.
Such directors to be elected annually on the second Tuesday
in January, from among and by the stockholders in general
meeting assembled, in person or. by proxy, with authority to

w fill any vacancy occurring before the next general meeting, each

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share of stock being entitled to one vote. The directors then
chosen at their first meeting to elect the president, from among
themselves, and such other officers and agents as may be ne-
cessary. The said corporation to have all the rights, powers

9 and privileges conferred by chapters fifty-six and fifty-seven,

Code of Virginia, and be subject to all limitations imposed by
said chapter, and all general laws in relation to such acts of
incorporation. The following named persons to be the direc-

- tors and officers of said corporation the first year and until their

\=

uccessors are elected, viz.: Directors: T. J. Randolph, sr., H. C.
Marchant, N. H. Massie, B. C. Flannagan, John Wood, jr., W.
W. Minor, Wm. Hotopp, W. W. Flannagan, B. Obendorfer,
W. C. N. Randolph, J. W. Payne. Officers: T. J. Randolph,
sr., president; W. W. Flannagan, treasurer; H. C. Marchant,
superintendent.

2. That all transactions, contracts and agreements of every
nature and kind whatsoever, whether executory or executed,
and all acts and proceedings whatsoever, made, done or had,
and all rights and titles of every kind and nature whatsoever
accrued to, or acquired by, or against any party or parties
under the name of the Charlottesville Woolen Mulls, or by or
against the said Charlottesville Woolen Mills, or by or against
any person whatsoever, in any transaction of any kind or na-
ture whatsoever in which the name of the said Charlottesville
Woolen Mills has been used by its agents or officers under the
said authority of the charter granted by the judge of the cir-
cuit court of Albemarle county, state of Virginia, and not
inconsistent with the constitution or laws of the United States,
or with the constitution of this state, shall be taken and held
to be and to have been at all times of the same force and effect
in all respects, and none other, as if no question had ever been
made as to the legal validity of the charter granted as afore-
said by the judge of the circuit court of Albemarle county, and
as if the said charter had been granted by an act of this general
assembly on the eighteenth day of December, Anno Domini eigh-
teen hundred and sixty-eight, and the said charter may in all

e cases be pleaded or given in evidence, with the same effect in all

t

respects as if it had been properly recorded and lodged in the
office of the secretary of the commonwealth on the day it
should have been so recorded.

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