Chap. 463.—An ACT to incorporate the Southern improvement asso-
ciation.

Approved March 5, 1888.

1. Beit enacted by the general assembly of Virginia, That
A. Mills, M. Q. Rolt, J. M. Vernon, E. R. Johnes, G. V. Litch-
field, H. L. Turner, T. H. Barnes, J. F. Crocker, M. C. Henry,
Benjamin Williams, William Rankin, C. T. Woodward, H. E.
Townsend, George W. Palmer, W. W. Ansell, Paul Van Rado-
witz, B. W. L. Holt, Randolph Harrison, and James McDon-
ald, their associates and successors or assigns, are hereby
made and declared a body politic and corporate by the name
and style of the Southern improvement association, and said
association shall have perpetual succession, and shall have a
corporate seal, and alter and renew the same at pleasure, and
shall have full power to make by-laws, rules, anil regulations
not inconsistent with the laws of this commonwealth for the
government of all and every kind of business under its au-
thority.

2. The capital stock of said association shall be five hun-
dred thousand dollars, divided into shares of one hundred dol-
lars each, and may be increased from time to time by a con-
current vote of the shareholders, representing at least two-
thirds of all its capital stock issued, at an annual meeting of
the shareholders, or at a special meeting of Shareholtors
called for that purpose, to any amount not exceeding five
millions of dollars; and each shareholder shall be entitled to
one vote for each share represented in person or by proxy, at
any meeting of shareholders: provided, all assessments due
thereon and called for at the time of meeting have been paid.

3. The said association is hereby authorized to acquire and
own lands, or other property, real, personal, or mixed, by
purchase or otherwise, from any person or corporation, and
may pay for the same as agreed upon by the parties thereto;
and may build and operate paper and pulp mills, sugar mills
and sugar refineries, warehouses, compresses, and so forth.

4. Said association is hereby especially authorized to culti-
vate upon any of its lands, or lands under its control, sugar-
beet, sugar-cane, and other plant or plants, or vegetables suit-
able for the production of sugar, and to this end it may con-
struct, or aid others in so doing, proper buildings, mills, dams,
water courses, and all other devices for extracting and pre-
paring the juice from beets, cane, and other sugar-producing
plants, and may erect sugar houses and sugar refineries and
all other appliances and devices for making merchantable and
refined sugar and syrups in the state of Virginia and else-
where.

5. The said association shall have the right to borrow
money to such an amount and on such terms and conditions
as it may deem expedient and necessary for its business, and
may secure the payment of the principal and interest thereof
by mortgages or deeds of trust, upon the whole or any of its
property, real, personal, or mixed, its charter rights, fran-
chises, and incomes. .

6. No shareholder in said association shall be held liable,
or made responsible for its debts or liabilities in a larger or
further sum than the amount of unpaid balance due said asso-
ciation for capital stock subscribed for by said shareholders
respectively.

7. And said association in its by-laws may provide for re-
ceiving its stock in payment for any land or other property
it may sell, at such price as it may fix thereon, and stock
thus received may be cancelled or reissued in the purchase of
other property as the directors of the association may deem
wise and expedient.

8. The board of directors of this association shall not be
less than five nor more than fifteen, and any five of whom
shall constitute a quorum for all kinds of business; they shall
be shareholders in the association, and shall be duly elected
by the shareholders at an annual meeting, or a special meet-
ing called for that purpose, and when properly qualified shall
take their position to manage the affairs of the association.
They shall elect from their number a president and vice-
president, appoint a secretary and treasurer and any other
officer which they may deem necessary to conduct the busi-
ness of said association, and shall have full power to fill va-
cancies in their body or in the office of president or vice-
president, whether such vacancy occur by death, resignation,
or otherwise, and they shall continue in office for one year,
and until their successors are regularly elected and qualified
according to the by-laws of the association. And to facili-
tate the organization and place the association in perfect
working order, the five first named incorporators in the first
section of this act, are hereby ordained and constituted the
first board of directors, and shall continue in office for one
year or until their successors are duly elected at a meeting
of the shareholders called for that purpose, and enter upon
their duties. And said board of directors may meet at any
time or place after the passage of this act, and a majority
thereof shall constitute a quorum for all business of the asso-
ciation, and if at that meeting or any subsequent meeting,

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capital stock of said association to the amount of one hundred

thousand dollars or upwards has been regularly subscribed,

this association shall thereupon be deemed legally organized ,
and in accordance with this act; and the said board of direc- ;
tors shall proceed to adopt by-laws for the conduct of all

the affairs of said association, appoint such officers as may be |
necessary, and take such further action as the interests of the

association may require; but the by-laws may at any time be

changed by the board of directors o1 at any meeting of the

shareholders. The board of directors may establish offices

and agencies at such places in this state or in any place or

places in the United States or elsewhere it may desire, and

may organize local boards of management in the places afore- |
said in the manner made and provided therefor in its by-laws;

but the principal office of the association shall be in the city

of Richmond, Norfolk, or in any other place the board of
directors may desire in the state of Virginia. A copy of the

minutes of the aforesaid meeting of the board of directors,

showing that all the conditions and stipulations imposed by

this section have been faithfully and fully complied with and

properly qualified to by the president and secretary before a

notary public or any court of record, shall be sufficient and

complete evidence that said association has been regularly

and completely organized according to law.

9. Said association may receive donations of all kinds as:
well as subscriptions for their capital stock from any county,
city, or town in this commonwealth, as provided for under
the general law.

10. Said association, by the acceptance of this charter, '
hereby agree to pay all taxes, dues, and demands due the
state that may be hereafter assessed against them, in lawful
money of the United States and not in coupons.

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