CHaP. 104.—An ACT to incorporate the United States Commercial
Company.

Approved February 20, 1880.

1. Be it enacted by the general assembly of Virginia, That
Parker C. Chandler, William A. Hovey, Charles Payson, Otis
Kimball and Edward C. Ellis, their associates and successors,
be and they are hereby incorporated and made a body politic
and corporate under the name and style of The United States
Commercial 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 and 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.

8. The capital stock of said company shall not be less than
three hundred thousand dollars, and may be increased to any
amount not exceeding ten million dollars by issue and sale of
shares thereof of not less than ten dollars each, from time to
time, under such regulations as the board of directors of said
company shall 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 and elsewhere; and the said company shall
have power and may lay out said lands, or any part thereof, Pow
into parcels or lots of convenient size, with intervening roads, oft}
lanes, streets and alleys, and develop, work, improve, cultivate, Pow
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 Fow
public or private improvement: provided, however, that nothing rate
in this section shall be construed as exempting the said com- 22?
pany from the provisions of chapter sixty-one of the Code of nen
eighteen hundred and seventy-three if they shall engage in 77
constructing or operating any work of internal improvement i in

this state, nor shall the said section be construed so as to
authorize the said company to construct any railroad or turn-
pike without a special act for that purpose.

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

6. The said company may receive money to keep for its May
depositors 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 establish a Pow
line (or lines) of steamships, or ships propelled by other motive
power, to run between any ports of the United States, Europe, com
or elsewhere; and may manufacture, purchase, sell, ship and May
deal in goods, wares and merchandise; and may contract for,
build and maintain pipe lines, ships, docks, wharves, ware

houses and elevators; and may store goods, wares and mer
chandise, 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 mr
insurance ;.and may do and perform all things necessary to And
carry the provisions of this act into effect: provided, that if
said company shall avail themselves of the power granted Pro
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 paper issued
and signed and countersigned as aforesaid shall be transferable
and negotiable, if payable to order, by endorsement, and if
payable to bearer, by delivery.

3. 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.

directors shall be elected as may be prescribed by the by-laws
and regulations of said company, who may be removed by the
stockholders in general meeting; but unless so removed shall
continue in office until their successors shall be elected and
qualified.

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 agen-
cies at such places as they may think 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 con-
pany shall be held at the city of Washington on the Wednesday
after the second Monday in January 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 meeting, prescribe. A

general meeting of the stockholders of said company may be |

held at any time, as provided for by the eighth section of chap-

ter 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
by the original subscriber therefor, his personal represent-
ative or transferee, and when so transferred shall pass to the
transferee thereof the number of shares of the capital stock
of the said company represented by the said certificates, with
all dividends thereafter declared thereon: and the said certifi-
cates when so transferred as aforesaid, may be returned to th?
said company and cancelled, and new certificates of stock shall
be issued in lieu thereof to the person entitled thereto fora
like number of shares.

14. No stockholder in the said company shall ever be held

liable or made responsible for its debts and liabilities in 4 |

larger or further sum than the amount of any unpaid balance
due to the said company for stock subscribed for by said stock-
holder.

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

16. Provided, that all the real estate acquired shall be dis-
17. The charter hereinbefore granted is hereby declared to
be subject to the provisions of the general law in regard to
chartered companies and incorporations as expressed in the
Code of Virginia, edition of eighteen hundred and seventy-
three, chapters fifty-six, fifty-seven, fifty-eight, 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.