Chap. 27.—An ACT to incorporate the Orkney Springs Company.
Approved January 8, 1875.

1. Be it enacted by the general assembly of Virginia,
That John W. R. Moore, Joseph Perry, Alfred W. Jones,
William Bell, George C. Gordon, Gilbert S. Meem, William
Killgore, David F. Kagey, and their associates, successors
and assigns, and all other persons who shall become subscri-
bers to and owners of the capital stock hereby created, shall
be, and they are hereby made and declared to be a body cor-
porate and politic, in fact and in law, by the name of The
Orkney Springs company, and by that name shall have
perpetual succession, and shall have power to have, hold,
lease, release, mortgage, purchase, sell and convey such reak
estate and other property in the county of Shenandoah and
state of Virginia, as the said company may from time to time
require or deem necessary; and may acquire the control and
use of such mineral springs, by lease, purchase or otherwise, as
may be desirable; and especially the real estate and mineral
springs known as the “Orkney Sprifgs” property in said
county, and shall have the power to improve said real estate
by erecting thereon hotels and other buildings for the accom-
modation of the public, as a place of summer resort, and to
improve the grounds thereof in such manner as may be de-
sired by said company; and to transact all business that may
be incident or appertaining to the erecting, furnishing, man-
aging, conducting, leasing, or otherwise disposing of such
premises, with the buildings, improvements and springs, or
any of them thereon, and of the other property of the said
corporation.

2. And be it enacted, That the capital stock of said corpo-
ration shall be one hundred and fifty thousand dollars, with
the privilege of increasing the same at any time, by the vote
of a majority of the board of directors, to any sum not ex-
ceeding two hundred and fifty thousand dollars. Said stock
shall be deemed personal property, and shall be divided into
shares of one hundred dollars each, to be transferable onl
on the books of the corporation, and in such manner as shall
be prescribed by the by-laws of the corporation. Each share
shall entitle the bona fide holder thereof to one vote, to be
given either in person or by proxy, at all meetings of the
stockholders.

3. And be it enacted, That the persons heretofore men-
tioned, or a majority of them, are hereby constituted com-
missioners to open books of subscription to the said capital
stock, at such times and places in said county of Shenandoah
as they shall designate by notice, to be published for at least
one week in some newspaper printed and circulating in said
county; and that when fifty thousand dollars’ of the said
capital stock shall have been subscribed, and twenty per
centum paid thereon, the said company may begin bnsiness
under the provisions of this charter. And the said commis-
sioners, or a majority of them, shall forthwith, or at their
option, call a mecting of the subscribers, and in the latter
case, give at least ten days’ previous notice of the time and
place of such meetings; and when so met, the said subscri-
bers shall have power to choose from their own number, by
ballot and by a majority of votes, a board of not less than
five and not more than nine directors, to continuc in office
for one year from the time of such election, and until their
successors shall be duly elected and qualified; and until such
election is held as above provided, the persons first above
mentioned shall constitute the directors of this company.

4. And be it enacted, That a majority of the board of
directors shall constitute a quorum for the transaction of
business, and that the said board of directors shall choose
from their own number a president, and shall have full
power and authority to make, alter and repeal all necessary
by-laws, rules and regulations for the transacticn of their
business and the business of the said corporation, and to pre-
scribe the way in which the subscription to the said capital
stock shall be paid, and to impose penalties, including for-
feiture of stock, for non-payment of any instalment or neglect
to make such payment in the way so prescribed, and to
choose and appoint such officers and agents as may be re-
quired for the proper management of the affairs of the said
corporation, and such officers and agents at pleasure to
remove.

5. And be it enacted, That the said capital stock shall not,
nor shall any part of the same be at any time in any manner
withdrawn from the legitimate business of said corporation,
or refunded to the stockholders, or any of them, until all the
debts and liabilities of the corporation shall have been paid
and discharged; and that the whole amount of the debts
which said corporation shall owe at any one time shall not
exceed the amount of the capital stock subscribed for; and
the said corporation shall not be permitted to issue any
bonds, mortgages or other obligations exceeding in amount
the actual stock subscribed for, or two-thirds of actual value
or consideration of any property owned by said corporation:
provided, that the said corporation shall not own over two
thousand acres of land. .

6. And be it enacted, That annually on the first Monday
in November in each year, the board of directors of said
corporation for the time being, shall submit to the stockhold-
ers a written statement of the condition of affairs of said
corporation, including the amount of capital stock paid in,
the amount of debts existing against. said corporation, speci-
fying to whom such debts are due, the receipts and credits
of the corporation, which statement shall be verified by the
affidavit of the treasurer, and the same shall be filed in the
office of the secretary of said corporation, and the directors
upon such day and month above specified shall declare and
pay such dividend as may be due and payable to the stock-
olders, but no dividend shall be declared or paid except
only from and out of the surplus profits arising from the bu-
siness of said corporation, less such an amount as the direc-
tors may deem necessary for the ensuing current annual
expenses, repairs and improvements to the property of said
company.

7. And be it enacted, This act shall be in force from its
passage.