CHAP. 128.—An ACT to incorporate the Luray Iron Company.

Approved March 3, 1880.

1. Be it enacted by the general assembly of Virginia, That
William G. Macdowell, George Nichols, Joseph H. Sands, U. L.
Boyce, F. S. Kimball, Harold Sill, or a majority of them, their
associates, successors, or assigns, or such of them, and such
other persons as may become stockholders, be and they are
hereby incorported a body politic and corporate, in fact and in
law, under the name, style and title of The Luray Iron Com-
pany; and by that name shall have perpetual succession, and
be able and capable in law to take, receive and hold in fee simple
or otherwise, lands, tenements, and estates therein in fee simple
or for less estates, personal and all other property, by deed of
conveyance, lease, or otherwise, and may improve, sell, lease,
exchange, mortgage, or dispose of the same, or any part
thereof, as may be necessary and expedient for the purposes
thereof; may sue and be sued, plead and be impleaded, in all
courts of law and equity; may have a common seal, which
they shaJl have the power to alter and renew at pleasure; may
receive, execute, and deliver all such instruments of writing as
may be necessary, and to do such acts and things as may be
necessary or expedient to assist and promote the objects and
designs of the said company, and generally to possess and
enjoy all the privileges incident to a corporation. Whenever
twenty thousand dollars of stock shall have been subscribed,
the subscribers, their executors, administrators, or assigns,
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shall be permitted to organize the said corporation, and the said
corporation may then commence its operations.

2. That the capital stock of said company shall consist of
one thousand shares, of the par value of one hundred dollars
each, with the privilege of increasing the same from time to
time to an amount not exceeding ten thousand shares; and
the said company may receive subscriptions to their capital
stock, or payments of such subscriptions in such property suited
to the business of the company, upon such terms, at such rate
and value as shall be agreed upon by a majority in value of the
stockholders of the company. At all meetings of the stock-
holders for the election of officers, or for any other purpose,
each share of stock shall entitle the holder thereof to one vote.

3. That the said company shall have the right from time to
time to purchase, lease, hold and convey iron ore, mineral and
other lands, rights and interests in lands situate in the counties
of Clarke, Page, Rockingham, Warren and Angusta: provided,
such lands in fee simple in any county in the state of Virginia
shall not exceed twenty thousand acres; from time to time to
manufacture iron and steel and other metals and articles com-
posed wholly or partly of iron or steel, and to sell and dispose
of the same; to mine ore, coal, limestone fire-clay and other
products of their lands; to cut and manufacture timber on
their lands, prepare the same for market, sell and transport the
same, and to store, deal and traffic in such commodities. as
shall be deemed advantageous for the successful prosecution of
their business; to erect blast-furnaces, rolling-mills, forges,
mills, machinery, fixtures, buildings and the necessary appurte-
nances required in the conduct of their business, and to make
leases or contracts for these or any of these purposes: provided,
that the company incorporated by this act shall for the exercise
of any of the privileges conferred thereby be subject to the
same taxation that is imposed by law upon individuals or firms
for exercising like privileges.

4. That all property, real and personal, held, owned or
acquired by the said company shall form a common stock and
be divided into a convenient number of shares and appor-
tioned by the said company among the subscribers according
to their respective interests, for which certificates of stock shall
be issued and be assignable and transferable in such way and
subject to such conditions as the said company may from time
to time prescribe; and the said shares of stock shall for all
legal purposes whatsoever be deemed and treated as personal
estate; and in like manner certificates of stock, preferred or
otherwise, may be issued for subscriptions to the capital; and
the said corporation may, whenever it is deemed necessary or
expedient, with the consent of the holders of a majority of the
shares of the said stock, levy and collect assessments for un-
paid subscriptions, and forfeit and sell delinquent shares for
such assessments in such manner as the by-laws may direct.

5. That the said company shall have the right to lay out,
construct, equip, operate and maintain a railroad or railroads
in any of the counties above named, with one or more tracks
through their lands or from any portion of their lands for the
purpose of connecting their works or mineral lands, or to con-
nect the same with any railroad or other internal improvement
or highway now or which may hereafter be constructed at any
point they may select for such connection or connections, and
charge tolls thereon, with full power and authority to enter
upon, take, occupy and use in the survey, construction and
operation of such roads such lands as may be deemed neces-
sary and expedient: provided, that the length of said railroads
so to be made by them shall not exceed twenty miles in length
each beyond the line of lands owned, controlled or operated
by the said company: and also provided, that where such rail-
road is constructed beyond the line of such lands, the consent
of the owner of the land through which the road will pass shall
be first obtained.

6. That the stockholders shall meet as soon as practicable
after the passage of this act, und shall then and there proceed
to elect not less than three nor more than seven directors, and
annually thereafter, to serve for the term of one year, or until
others are chosen in their places; and said election shall be
made by such of the stockholders of the said company as shall
attend for that purpose, either in person or by proxy, each
share of stock to entitle the holder thereof to one vote. The
directors so chosen shall elect one of their number to be presi-
dent of the board of directors of said company : provided, that
the number of directors of said company may at any time be
increased or diminished by said compay, but the said number
of directors shall never be less than three nor more than seven.

7. That the directors shall have full power to make by-laws
and to appoint such officers and agents as they shall deem
expedient for the well-conducting and transacting of the busi-
ness of the company, provided such by-laws shall not be repug-
nant to the constitution and laws of the state or of the United
States. The said company, in addition to the office for the
general transaction of business in the country where its chief
operations are conducted, may also have an office or offices for
the transaction of business in the cities of Philadelphia, New
York, Boston, Richmond, and Baltimore, or in either of them.

8. That the said company may borrow money, create in-
debtedness for the purposes of its business, in such way as the
board of directors may prescribe; may issue and negotiate
stock, bonds, orders, and other evidences of indebtedness as
they may deem proper, and may issue the same in purchase or
payment or exchange for property, real or personal, materials,
labor, or services, and in such form and manner, and payable
in such place or places, as they may deem proper. The com-
pany may issue bonds and secure the same by mortgage or
mortgages on its mines, lands, roads, property, real and _ per-
sonal, and franchises at the time owned and held and there-
after to be acquired, or any part thereof, and shall have the
power to dispose of its bonds or evidences of indebtedness at
less than their par value, and such transactions shall not be
deemed usurious.
9. That subscriptions to the capital stock of said company
may be payable in money, real estate or other property appro-
priate to its business, at a valuation to be fixed by a majority
in value of the stockholders; and other corporations incorpo-
rated under the laws of this commonwealth shall have authority
to subscribe, take, and hold stock in said company in the same
manner as individuals might subscribe, take, and hold the

ysame. The said company may subscribe to and exchange its

stock and bonds for the stock and bonds of other corporations

- or associations, may endorse or guarantee, or be endorsed or

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guaranteed in turn by others, upon such terms and conditions
as shall mutually be agreed upon by the parties so contracting.

10. That it shall be lawful for said company from time to
time, as it may deem proper, to sell, lease or dispose of its
property or any part thereof or interest therein by contract,
lease or otherwise ; to contract for the improvement or opera-
tion of the same or any part thereof upon such terms, rents,
payments and in such manner as to the board of directors, or a
majority of them, may deem expedient.

11. This act shall be in force from its passage, but the gen-
eral assembly of Virginia reserves to itself the right at any
time hereafter to modify, alter or repeal any or all of the pro-
visions of this act.