CHAP. 149.—An ACT to incorporate the Shenandoah Valley Mining
Company.

Approved March 3, 1880.

1. Be it enacted by the general assembly of Virginia, That
U. L. Boyce, Joseph T. Wright, Frederick Prime, Junior, F. J.
Firth, E. W. Clark, F. J. Kimball, Charles Hacker, or a ma-
jority of them, their associates, successors or assigns, or such
of them, and such other persons as may become stockhold-
ers, be and they are hereby incorporated a body politic and
corporate, in fact and in law, under the name, style and title
of The Shenandoah Valley Mining Company; 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 convey-
ance, 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 shall have the
power to alter and renew at pleasure; and may receive, exe-
cute and deliver all such instruments of writing as may be
necessary, and to do such acts and things as may be neces-
sary or expedient to assist and promote the objects and
designs of the said company, and generally to possess and en-
joy all the privileges incident to a corporation. Whenever
twenty thousand dollars of stock shall have been subscribed,
the subscribers, their executors, administrators or assigns, 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 stockholders 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 coun-
ties of Clarke, Page, Rockingham, Warren and Augusta: pro-
vided, 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
composed wholly or partly of iron or steel, and to sell and dis-
pose 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 trans-
port the same, and to store, deal and traffic in such com-
modities as shall be deemed advantageous for the success-
ful prosecution of their business; to erect blast furnaces,
rolling-mills, forges, mills, machinery, fixtures, buildings and
the necessary appurtenances 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 con-
ferred 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 apportioned
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
unpaid 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 rail-
roads, 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 connect the same with any railroad or other internal im-
provement or highway now or which may hereafter be con-
structed, 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 necessary 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 pro-
vided, that where such railroad 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, and 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 pres-
ident 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 company, but the said
number of directors shall never be less than three nor more
than seven.
9

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
repugnant to the constitution and laws of the state or of the
United States. The said company, in addition to the office
for the gencral transaction of business in the county where its
chief operations are conducted, may also have an office or
offices for the transaction of business, in the cities of Phila-
delphia, New York, Boston, Richmond and Baltimore, or in
either of them.

8. That the said company may borrow money, create indebt-
edness 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 of
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 same.

The said company may purchase, subscribe to and exchange
its stock and bonds for the stock and bonds of other corpora-

;

tions or associations, may endorse or guarantee, or be endorsed
or guaranteed in turn by others upon such terms and condi-
tions as shall mutually be agreed upon by the parties so con-
tracting.

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 interests 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 be deemed 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.