Chap. 239.—An ACT to incorporate the American Telephone com-
pany.

Approved May 16, 1887,

1. Be it enacted by the gencral assembly of Virginia, That
T. W. Tyrer, Charles A. Maxwell, J. 8. Saunders, E. E,
Meredith, C. E. Nicol, B.S. Butler, J. M. Piper, J. R. Imbrie,
and J H. Purdy, or such of them as may accept the provis-
ions of this act, their associates and successors, are hereby
constituted a body politic and corporate by the name of the
American Telephone company, and as such may have all the
privileges, franchises, and immunities applicable to such a
corporation under the laws of Virginia.e

2. The capital stock of said company shall not be less than
five millions nor more than ten millions of dollars, divided
into shares of fifty dollars each; and for the purpose of ob-
taining subscriptions to said capital stock, any three of the
persons named in the first section, may open books of sub-
scription at any time and place, of whieh they shall give ten
day’s notice in a newspaper published in the city of Alex-
andria.

3. The said company shall have power to manufacture
telephones and telephone supplies, to construct, maintain,
and operate telephone lines and exchanges throughout the
continents of North and South America; also to construct,
maintain, and operate telegraph lines throughout said coun-
tries.

4. The said company shall also have the power to con-
struct, maintain, and operate clectric light plants throughout
said countries, and to furnish the electric current for all pur-
poses for which it is useful, and to transmit messages or fur-
nish means for their transmission; also to furnish electric
supplies and generally to transact any business appertaining
to electrical matters; also to furnish power and light for
public and private use by either electricity or other means of
illumination.

5. The said company can sue and be sued, have power to
make and use a common seal, and to change the same at will,
and shall bave all such other powers, rights, and privileges
as are necessary and proper for said company to have and enjoy
as an incorporated company not inconsistent with the laws
and constitution of this State and the United States.

6. At the first meeting of stockholders‘ the said company
shall elect a president, vice-president, secretary, treasurer,
and general manager, and five or more directors, who shall
remain in office until the next annual mecting, and until their
successors shall be elected; and the said directors may fill
any vacancy which may occur in the office of president, vice-
president, secretary, treasurer, general manager, or director;
the persons thus elected to fill said vacancy to hold their
offices until the next annual meeting of the stockholders.
The president, vice-president, secretary, treasurer, general
manager, and the said directors (a majority to constitute a
quorum) shall constitute a board to have things done that
may be proper and lawful to be done by the company, not
otherwise provided for by the by-laws of the company, and
they shall bold meetings at such times and places as they
may deem necessary.

7. The annual meetings of stockholders shall be held in
the city of Alexandria, Virginia, on the second Wednesday
in July of each year, until otherwise provided by a majority
of the stockholders; the place of meeting, however, always
to be in the State of Virginia.

8. The said company shall have power to purchase and
hold or receive by gift, in addition to the personal property
owned by said company, any real estate necessary for the
transaction of the corporate business, and also to purchase or
accept any real estate in payment or part payment of any
debt due to the company, and seil realty for corporation pur-
poses; to establish by-laws and make all rules and regula-
tions not inconsistent with the laws and constitution of this
State and the United States, deemed expedient for the man-
agement of the corporate affairs, and to appoint such subor-
dinate officers and agents in addition to the president, vice-
president, secretary, treasurer, general manager, and direc-
tors as the business of said company may require; designate
the name of the office and fix the compensation of the officer.
9. The said company shall have the power to borrow
money and issue notes or bonds upon the faith of the cor-
porate property, and also to execute a mortgage or mortgages,
or a deed of trust or deeds of trust as further security for re-
payment of money thus borrowed.

10. The board of directors of said company are hereby
empowered to sell for cash the capital stock of said company
or portions thereof, at such price as the said board shall de-
termine to be proper for the interest of said company; and
the said board shall have the power to take in payment of
such stock, such patent rights, grants, concessions, and privi-
leges relative to and necessary to the interests and conduct
of the business of said company as the said board may deem
to the advantage and best interests of the company.

11. No stockholder shall be liable for any debts or obliga-
tions of said company beyond unpaid stock subscribed.

12. The principal office of said company shall be at some
place in the State of Virginia, but it may have branch offices
in Washington city, in the District of Columbia, and in
Caraccas, in the United States of Venezucla. South America.

13. The capital stock of said company shall be personal
property, and transferable on tho books of the company, and
lands or materials or securities as well as money may be re-
ceived on stock subscriptions.

14. In all mectings of the stockholders of said company,
each share of stock shall be entitled to one vote.

15. All taxes payable by said company to the State of Vir-
ginia shall be paid in lawful money and not in coupons.

16. This company shall commence operations under this
charter within one year from its passage, otherwise it sball
be forfeited.

17. This act shall be it force from its passage.