Chap. 282.—An ACT to incorporate the Roanoke cotton mills.

Approved May 18, 1887.

1. Be it enacted by the general assembly of Virginia, That
F.S. Kimball, E. W. Clark, W. C. Houston, Jr., P. L. Terry,
J. M. Gambill, E. H. Stewart, and J. D. Kirk, 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
Roanoke cotton mills; and by that name shall be known in
law, and shall have perpetual succession, and have power to
sue and be sued, plead and be impleaded, defend and be de-
fended in all courts, whether in law or in equity, and may
make and have a common seal and alter and 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.

2. The capital stock of said company shall not be less than
one hundred and fifty thousand dollars, with power to increase
the same to a sum not exceeding two hundred and fifty thou-
sand dollars, by subscription or by the issue and sale of shares,
the par value of which shall not be less than one hundred
dollars, from timo to time under such regulations and upon
such terms as the board of directors of said company shall
from time to time prescribe.

3. The said company upon organization as hereinafter pro-
vided, shall have power to construct, maintain, and operate
= cotton mill or cotton and woolen mills in the county of
Roanoke in the State of Virginia.

4. At tho first meeting and at every annual meeting there-
after, 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. Hach 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.

5. 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 general meeting. Whenever the minimum
amount of capital stock herein named shall have been sub-
scribed, and the board of directors shall have elected a presi-
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-
tions, and take from them such bonds, with such security as
they may sce fit.

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 the city of Roanoko
in this State.

7. The annual meeting of the stockholders of the said
company shall be held in the city of Roanoke, Virginia, on
the first Wednesday. of May of cach year, or as soon there-
after 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 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 erghteen 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 one hundred dollars each, signed by the presi-
dent and countersizned by tho secretary of said company.
The said certificates shall be transferable only upon the books
of the company by the said subscribers, their personal repre-
sentatives, or duly authorized agent or attorney; and the said
certificates when so transferred as aforesaid, may be returned
to the said company and cancelled, and new certificates of
stock shall be issucd in licu thereof to the persons entitled
thereto for a like number of shares.

9. It shall be lawful 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 deed of trust upon all or any
portion of its property or franchises, including its franchise
to be a corporation, and may reserve the right to the com-
pany or confer on the holder of any bond of the company
the right to convert the principal thereof into stock of the
company at any time; and it shall be lawful for said company
to subscribe to, hold shares in the capital stock, or bonds of
any company or other corporation, whenever the board ot
directors of the company shall deem it to its interest to do so.

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

11. This act shall be in force from its passage, but the
general assembly of the State of Virginia reserves the right
to modify, alter, or repeal this act at any time hereafter, and
grants this charter on condition that all taxes assessed ag ninst
said company shall be paid in money and not mm coupons.