Chap. 90.—An ACT to incorporate The Virginia Land and Coloniza-
tion Company.

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Approved February 10, 1875.

Whereas the parties hereinafter named have’ associated
themselves for the purpose of purchasing, cultivating, and
improving Jands, and the promotion of manufactures in the
state of Virginia; the encouragement of immigration, and
the introduction and investment of capital in the said state,
thereby aiding in the development of its agricultural and
manufacturing resources; and for the more effectually ac-
complishing these objects are desirous of being incorporated—

1. Be it therefore enacted by the general assembly of Vir-
ginia, That J. C. SBencer; E. C. Lindsey, D. B. Spear, D. R.
Taylor, D. 8S. Page, R. H. McDonald, George M. Bain, Junior,
J.S. Andrews, Frank V. McDonald, John B, Whitehead, and
all other persons who may hereafter be associated with them,
their successors and assigns; shall be, and they are hereby
constituted a body politic by the name and style of The
Virginia Colonization Company, and by that name shall
have perpetual succession and a comimon seal, and may sue
and be sued, plead and be impleaded, in all courts and places,
and in all manner of actions and complaints whatever, and
shall and may make and ordain by-laws and regulations not
inconsistent with the provisions of this act and the laws of
this state, for the government of its officers and proper con-
duct of its affairs, und shall possess and enjoy all other privi-
leges and franchises incident to a corporation, and shall be
capable in law of purchasing, holding, using, cultivating
and improving, selling, and mortgaging, letting, and dispos-
ing of all such real and personal estate in this state or else-
where as may be necessary or expedient for the otjecta of
this incorporation; and may receive and make all deeds,
transfers, covenants, contracts, and agreements whatsoever
necessary or useful for the purposes aforesaid or any of
them.

2. The capital stock of the said company shall be five hun-
dred thousand dollars, and-may be increased in one or more
sums, and at one or more times, to an amount not exceeding
in all five millions of dollars, by a vote of stockholders own-
ing a two-thirds’ majority of the stock and voting in person
or by proxy, at any special meeting of stockholders to be
called for the purpose, upon thirty days’ notice. The capi-
tal stock shall be divided into shares of one hundred dollars
each, which shares shall be deemed personal property, and
shall be transferable in such manner as the corporation by
its by-laws shall direct.

3. The corporate powers of said company shall be vested
in a board of directors, and shall be exercised by them, and
such officers and agents as they shall from time to time ap-
point. The board of directors shall consist of not fewer
than three, nor more than five persons, each of whom shall
be the proprietor of at least one hundred shares of the capi-
tal stock, and who shall be elected by a majority of the cor-
porators at their first meeting for organization, and there-
after, all vacancies for the unexpired term, shall be filled by
the board of directors. Such meeting for organization shall
be held at the company’s office, or such other place in the
city of New York, as soon after the passing of this act as
three thousand shares of the capital stock shall have been
subscribed for by and between the said corporators, at a
time and place to be fixed, after ten days’ notice in writing
thereof, by the corporator first above named, and personally
delivered to, or left at the usual place of abode of each of
the rest of the above named corporators.

4. The said corporation may issue its stock in payment for
lands or other property purchased by it,&nd may likewise
receive stock of the company in payment for land sold by
the company, and it shall Rave power to lay out and estab-
lish, on its lands, towns and villages, and dedicate to public
uses, on such terms as its by-laws may provide, land requi-
site for highways, streets, parks, public gardens, churches,
schools and cemeteries; and may erect, or cause to be erected
thereon, wharves, warehouses, factories, and buildings of all
kinds; to lay off such lands into lots, to cut and construct
ditches, drains, dykes, dams, sluices, and raceways as may
be necessary for improving their said lands tor agricultural

urposes; planting vineyards, growing cotton, or any other
awfal purpose of like kind that the company may deem ad-
visable or necessary; and also to purchase, manufacture, and
sell the growth and produce of said lands, or other articles
and produce whatever.

5. The place where the meetings of the stockholders and
of the board of directors shall be held, and where the prin-
cipal office for the transaction of the business of the com-
pany shall be established, shall be in the city of New York,
or at Norfolk in this state, as the directors may from time
to time determine, but there shall always be one or more
directors or local managers for the transaction of the neces-
sary business of the company resident in this state.

€. Every stockholder in the said company, whether an
American citizen, British subject, or other alien, shall have
equal rights to hold stock, agd to be eligible for office in the
said company.

7. The personal liability of any and every shareholder
shall be limited to the amount due and unpaid upon the
shares of stock owned and held by every such shareholder.
And no assignment or transfer of any share shall be valid
until all calls made or due thereon shall have been paid, or
secured to be paid to the satisfaction of the directors.

8. And in order to more effectually carry into effect the
objects of this corporation, the said company shall have
power to borrow money to an amount not exceeding one-
half its capital stock, by the issuing of bonds having not
more than twenty years to run from the date of the same
until becoming due, and to provide for the payment of the
interest on the same, either yearly or half yearly, and to
secure the repayment of the same by making and executing
a mortgage on their lands and real estate, works, property.
and franchises.

9. This act shall be subject to modification, alteration or
repeal by the general assembly.

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