Chap. 376.—An ACT to incorporate the New South mining and im-
provement company,

Approved May 21, 1887.

1. Beit enacted by the general assembly of Virginia, That
L. H. Shields, George W. Kilgore, H. K. Baker, Jobn Brielly,
P. P. Dickinson, C. J. Wetshell, and William Lovenstein,
Martin Williams, C. F. Flanary, and L. D. Fulkerson, or such
of them as may accept the provisions of this act, their asso-
ciates and successors, be and they are hereby incorporated
and made a body politic and corporate under the name and
style of the New South mining and improvement company,
and by that name shall be known in law, and shall have per-
petual succession, and have power to sue and be sued, plead
and be impleaded, defend and be 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 per-
taining 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 management of its estate and pro-
perties, 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 millions dollars, by issue and sale of sharcs
thereof not less than ten dollars each, from time to time,
uncer such regulations as the board of directors of said com-
pany sball from time to time prescribe; and the directors
may receive real or personal property in payment for sub-
scriptions to the capital stock at such valuation as may be
agreed upon between the directors and the subscribers.

3. The said company is authorized and empowered to pur-
chase, hold, own, lease, and control in any manner, grant,
bargain, sell, mortyage, 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 improvement in this State or elsewhere, with the right
and power of laying out, constructing, and operating any
railroad or railroads, or other road, from any of the lands or
works of said company to any point on the Charleston, Cin-
cinnati, and Chicago railroad, or any other railroad that is
now or may hereafter be constructed in or through the coun-
ties of Lee, Wise, Buchanan, Dickenson, Scott, Russell, Taze-
well, and Washington: provided however, that nothing in
this section sball be construed as exempting the said com-
pany from the provisions of chapter sixty-one of the Code of
eighteen hundred and seventy-three, if it shall be engaged
in constructing or operating any work of internal improve-
ment in this State.

4, Thesaid company is authorized and empowered to mine
and quarry coal, iron ore, marble, and other mineral sub-
stances, and prepare and manufacture the same for 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 lanis obtained
from others, and for this purpose may erect and operate all
kinds of furnaces, mills, manufactories, coke ovens, works and
machinery necessary for 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, ware-
houses, and elevators, and may store goods, wares, and mer-
chandise, and grant certificates therefor, 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 nine persons first named in this act shall constitute
the first board of directors of the said company, and shall
continue in office until the first meeting of the stuckholders
thereof. Atsuch first meeting, and at every annual meeting,
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.

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 may 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 bave 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
compensation, and take from them such bonds, with such
security, as they may deem fit.

7. The board of directors may establish offices and agen-
cies at such places us 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.

8. 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 stuck-
holders may, by resolution, adopted in any annual meeting,
to take effect at the next annual meeting, prescribe. A gene-
ral meeting of the stockbolders of 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 hun-
dred and seventy-three.

9. The said company sball 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 counter-
signed by the secretary of said company. The said certifi-
cates shall be transferable only upon the books of the com-
pany by the said subscribers, their personal representatives,
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 issued in lieu thereof to the person entitled thereto for a
like number 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 puy-
ment of said bonds by mortgages or deeds of trust upon all
or any portion of its property or franchises, including its
franchise 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 incorporated company, or subscribe to and hold
shares in the capital stock of any such company whenever
the board of directors of the New South mining and improve-
ment company shall deem it to its interest so to do.

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

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 eco porations or persons exercising like privileges.

he charter hereinbefore granted, except as to matters
herein otherwise specially provided for, is hereby declared to
be subject to the provisions of the general law in regard to
chartered companies and corporations, a8 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. Thia 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.