Chap. 106.—An ACT to incorporate the Virginia Steel company.
Approved May 2, 1887,

1. Be it enacted by the general assembly of Virginia, That
FE. W. Clark, Walter HL. Tay lor, C. HW. Clark, Jr., Charles G.
Eddy, Henry S. Trout, James A. Walker, E. EB. Denniston, H.
G. MeCouch, and Joseph [. Doran, or such of them as may
accept the provisions of this act, thetr associates and succes-
sors, be and they are hereby incorporated and made a body
politic and corporate under the name and style of the Vir-
ginia Steel company, and by that name sh: wll be known in
law, and shall have perpetual succession, and have power to
sue and be sued, plead and be impleaded. detend and be de-
fended in all courts, whether in law or in equity, and may

make and have a common seal, and alter or renew the same at
pleasure, and shall have, enjoy, and exercise all the rights,
powers, und privileges pertaining to corporate bodies and
necessary for the purposes of this act.
2. The capital stock of the said company shall not be less
than one hundred thousand dollars, and may be increased t«
any amount not exceeding five million dollars, by issue and
sale of shares, the par value of which sball not be less than
fifty dollars, from time to time, under such regulations and
upon such terms as the board of directors of said company
shall, from time to time, prescribe, and the directors may re-
ceive lands, labor, material, and other property suited to the
business of the company in payment tor subscriptions to the
capital stock, at such valuation as may be agreed upon
between the directors and subscribers.

3. The said company is authorized and empowered to pur.
chase, ship, and scll iron, steel, and other metals, to manufac.
ture iron, steel, and other metals and articles composed wholir
or partly of iron or steel, or other metal, including the manu-
facture of armor plate guns and ordinance, and otber materials
wholly or in part of steel, iron, and other metals required by
the government of the United States for any of its purposes
tO mine iron ore, coal, and other minerals, to make coke and
to sell and dispose of the same, and to erect foundries, rolling
mills, forves, furnaces, mills, pipe lines, machinery, fixtures.
buildings. and the necessar y appliances, and to purch ase, hold.
own, lease, sell, and convey and control, in any manner, lanis.
iron ore, coal, timber, and mineral rights and interests in lands
and other property required in the conduct of its business, but
shall not own more than ten thousand acres of land in any
one county in this State.

4. The persons first named in this act, or such of them as
shall accept the provisions thereof, shall constitute the first
board of directors of said company, and shall continue in ottice
until the first meeting of the stockholders thereof! At such
first Meeting, and at every annual meeting.so many directors
shall be elected as may be prescribed by the by-laws and reyu-
lations of the said company, who may be removed by the
stockholders in general meeting; but, unless so removed, sbali

continue in oflice until their successors shall be elected and

qualified. JSach stockholder in the said company sball, at ali
meetings or elections thereafter, be entitled to one vote tor
each share of stock registered in his name.

5. The board of directors shall be stockholders of said eom-
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 ease the same shall be filled by the stock-
holdersin general meeting. Wheneverthe minimum amount
of capital stock herein named shall have been subscribed, and
the board of directors shall have elected a president. said com-
pany shall be considered legally organized, and may proc ‘cud
to the transaction of business.” Lhe 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 security, as they may see tit.

6. The board of directors may establish offices and agencies
at such places as they may deem proper, but the principal
office of the company shall be located at some point within
the limits of the State of Virginia.

7. The annual mecting of the stockholders of the said com-
pany shall be held at the city of Roanoke, Virginia, on the
first Wednesday of April of each year, or as soon thereatter
as practicable, and on such other day, and at such other place,
as the stockholders may, by resolution adopted at any annual
meeting, to take effect at the next annual meeting, prescribe.
A general meeting of the stockholders of said company will
be held at any time, as provided for by the tenth section of
chapter fifty-seven of the Code of Virginia, edition of eighteen
hundred and seventy-three. :

8. ‘The said company shall issue certificates of stock in said
company to the subscribers or purchasers thereof, in shares of
not less than fifty dollars each, signed by the president and
countersigned by the secretary of said company. The said
certificates shall be transferable only upon the books of the
company by the said subscribers, their personal representa-
tives or duly authorized agent or attorney; and the said cer-
tificutes, when so transferred as aforesaid, may be returned to
the said company and cancelled, and new certificates of stock
shall be issued in lieu thereof, to the persons entitled thereto,
fora like number of shares.

9. Tt shall be lawtul for said company to issue or sell its
bonds, from time to time, for such sums and on such terms as
its board of directors may deem expedient and proper in the
prosecution of any of its works; and may secure the payment
of said bonds by mortgage or deeds of trust upon all or any
portion of its property and franchises, including its franchises
to be a corporation; and may reserve the right to the company
or confer on the holder of any vond of the company the cight
to convert the principal thereof into stock of the company at
any time, and it shall be lawful for said company to subscribe
to and hold shares in the capital stuck of any railroad com-
pany or other corporation whenever the board of directors of
the company shall deem it to its interest to do so, and any
such corporation may guarantee or hold the bonds or the
stock of said company.

10. No stockholder in said company shall be held liable or
made responsible for its debts and labilities in a larger or
further sum than the amount of any unpaid balance due to
the said company for stock subscribed for by said stockholders.

11. This corporation shall be exempted trom the terms,
limitations, and conditions of section thirty-six of chapter
fifty-seven of the Code ot Virginia of eighteen hundred and
seventy-three, for the space of tive years froin the date of the
passave ofthis act; and all taxes and debts due or to become
due the State of Virginia by the company. shall be paid in law-
ful money of the United States, and not in coupons.

12. 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 modity, alter, or repeal this actat any time hereafter.