Chap. 173.—An ACT to incorporate the Virginia Mining and Improve-
ment company.

Approved May 10, 1887.

1, Be it enacted by the genera assembly of Virginia, That
John T. Wilder, Lindsay L. Lomax, Patrick Hagan, M. C.
Butler, John Carlisle, Thomas E. Matson, F. A. Stratton, A.
B. Harris, and R. A. Johnson, or such of them as may accept
the provisions of this act, their associates and successors, be
and they are hereby incorporated and made a body politic
and corporate under the name and style of the Virginia min-
ing and improvement company, and by that name shall be
known in law, and shall have perpetual succession, and have
power to sue and be sucd, plead and beimpleaded, defend and

e defended in all courts, whether in law or 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, and privileges pertaining to corporate bodies and
necessary for the purposes of this act, and make by-laws,
rules, and regulations consistent with existing laws of the
State for the government of all under its authority, the man-
agement of its estates and properties, and the due and orderly
conduct of its affairs.

2. The capital stock of said company shall not be. less
than fifty thousand dollars, and may be increased to any
amount not exceeding five million dollars, by issue and sale
of shares thereof, 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 subscriptions to the capital stock, at such valuation as
may be agreed upon between the directors and the subscribers.
3. The suid company is authorized and empowered to
purchase, hold, own, lease, and control in any manner, grant,
bargain, sell, morteage, convey, and otherwise dispose of real
and- personal estate in this State or elsewhere, and the said
company is authorized and empowered to lay out said lands,
or any part thereof, into parcels or lots of convenient size,
with intervening roads, lanes, streets, and alleys, and develop,
work, improve, and cultivate, or otherwise dispose of the
same in such manner and upon such terms as the said com-
pany may think proper; and may contract for, purchase,
lease, hold, construct, operate, and maintain any work of
public or private improvement in this State or clsewhere,
with the right and power of laying out, constructing, and
operating any railroad or railroads, ov other road from any
of the lands or works of' said company to any point on the
Charleston, Cincinnati and Chicago railroad, or any other
railroad that is now or may hereafter be constructed in or
through the counties of Lee, Wise, Buchanan, Dickenson,
Scott, Russell, Tazewell, and Washington: provided however,
that nothing in this section shall be construed as exempting
the said company from the provisions of chapter sixty-one of
the Code of eighteen hundred and seventy-threg, if it shall be
engaged in constructing or operaung any work of internal
Improvement in this State.

4. Tho said company is authorized and empowered to mine

and quarry coal, iron ore, marble, and other mineral sub-
etances, and prepare and manufacture the same tor use and
sale in all manner of forms it may adopt, and to manufacture
and prepare for market and sale, all other raw materials,
mineral, or vegetable produced by its own lands or obtained
from others; and for this purpose may erect and operate all
kinds of furnaces, mills, mantfactories, coke ovens, works,
and machinery necessary fur the enjoyment of the privileges
herein granted to the fullest and most ample extent. The
said company shall have power and may manufacture, pur-
chase, sell, ship, and deal in goods, wares, and merchandise;
and may contract for, build, and maintain pipe lines, w are-
houses, and elevators, and may store goods, wares, and mer-
chandise, and grant certificates therefur in such form and
under such rules and regulations as the said company may,
from time to time, by by -laws prescribe; and to transport
goods, wares, and merchandise, either by land or water.

5. The nino persons first named in this act shall constitute
the first board of directors of the said company, and shall con-
tinue in office until the first mecting of the stockholders
thereof. At such first meeting, and at ev ery annual mecting,
so many 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. Each stockholder in the company
shall at all meetings or elections thereafter, be entitled to
one vote for each share of stock registered in his name.
6. The board of directors shall be stockholders of said
company. 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
stockholders in gencral meeting. Whenever the minimum
amount of capital stock herein named shall have been sub-
scribed, and the board of directors shall bave elected a preai-
dent, said company shall be considered legally organized and
may proceed to the transaction of business. The board shall
appoint to hold during its pleasure, the subordinate officers
and agents of the said company, prescribe their compensa-
tion, and take from them such bonds, with such security as
they may deem fit.

7. 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.

3. The annual meeting of the stockholders of the said
company shall be held at Alexandria, in Alexandria county,
Virginia, on the first Wednesday of February of each year,
or on such other day and at such other place as the stock-
holders may, by resolution adopted in any annual meeting to
take effect at the next annual meeting prescribe. A general
meeting of the stockholders ot said company may 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.

9. The said company shall issue certificates of stock in said
company to the subscribers thereof, in shares of not less than
ten 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 representatives, or duly au-
thorized agent or attorney; and the said certificates when so
transfered as aforesaid, may be returned to the said company
and cancelled, and new certificates of stock shall be issued in
lieu thereof to the person entitled thereto fora like num-
ber of shares. |

10. It shall be lawful for said company to issue and 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 to secure the payment
of said bonds by mortgages or deeds of trust upon all or any
portion of its property or franchises, including its franchises
to be a corporation; and it shall be lawful for said company
to guarantee the payment of the interest, or principal and
interest, of any bonds or any other evidences of indebtedness
that may be issued by any railroad company, or other incor.
porated company, or subscribe to and hold shares in the
capital stock of any such company whenever the board of
directors of the Virginia mining and improvement company
shall deem it to its interest so to do.

11. No stockholder in said company shall ever be held
liable or made responsible tor its debts and liabilities in a
larger or further sum than the amount of any unpaid balance
cue to the said company for stock subscribed for by said
stockholder.

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

13. The charter hercinbeforo granted, except as to mat-
tera herein otherwise specially provided for, is hereby de-
clared to be subject to the provisions of the general law in
regard to chartered companies and corporations, 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.

14. This act shall be in force from its passage: provided
this charter shall be subject to amendment, modification, or
repeal, at the pleasure of the general assembly of Virginia,
and the corporation shall always pay its taxes in lawful
money of the United States, and not in coupons.