Chap. 151.—An ACT to incorporate the Carroll iron company.

Approved February 3, 1890.

1. Be it enacted by the general assembly of Virginia,
That George T. Mills, D. W. Bolen, W.S. Pilling, W. C.
Bullit, M. C. Jameson, G. R. W. Armes, and F. M. Leonard,
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 Carroll iron company, and by
that name shall be known in law, and shall have perpet-
ual succession and have power to sue and be sued, plead
and. be impleaded, defend and be defended in all courts,
whether in law or in equity, and 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 privi-
leges 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 fifty thousand dollars, and may be increased to
any amount not exceeding one million dollars by issue
and sale of shares, the par value of which shall not be less
than fifty dollars, from time to time, under such regulations
and upon such terms and conditions as the board of direc-
tors of said company shall from time to time prescribe,
and the directors may receive lands, labor, material, and
other property suited to the business of the company in
payment for 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
purchase, ship, and sell iron, steel, and other metals; to
manufacture iron, steel, and other metals and articles
composed wholly or partly of iron, or steel or other metal ;
to mine iron or coal and other minerals; to make coke and
to sell and dispose of the same, and to erect foundries,
rolling mills, forges, furnaces, mills, pipe lines, machinery,
fixtures, buildings, and the necessary appliances; and to
purchase, hold, own, lease, sell, and convey and control in
any manner, lands, iron ore, coal, timber, and mineral
rights and interests in the lands and other property in
this and elsewhere required in the conduct of its business.

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 con-
tinue in office until the first meeting of the stockholders
thereof. At such first meeting, and every annual meeting,
so many directors shall be clected as may be prescribed
by the by-laws and regulations of the said company, who
may be removed by the stockholders in genera] meeting,
but unless so removed shall] continue in office until their
successors shall be elected and qualified. Each stock-
holder in the said company shall at all meetings or elec-
tions 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 fheir number presi-
dent, 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 subscribed, and the board of directors shall
have elected a president, said company shall be consid-
ered legally organized, and may proceed to the transac-
tion of its business. The 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 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 some
point within the limits of the state of Virginia.

7. The annual meeting of the stockholders of the said
company shall} be held at Hillsville, Carroll county, Vir-
ginia, on the first Wednesday of February of each year,
or as soon thereafter as practicable, and on such other day
and at such other place as the stockholders may, by reso-
lution 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 eleven hundred and fourteenth section
of chapter forty-seven of the code of Virginia, edition of
eighteen hundred and eighty-seven.

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 president and countersigned by the secretary of
said company. The said certificates shall be transferrable
only on the books of the company 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 can-
celed and new certificates of stock shall be issued in lieu
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 deeds of trust upon
all or any portion of its property and franchises, inclu-
ding its franchises to be a corporation. And it shall be
lawful for said company to guarantee or subscribe to or
hold shares in the capital stock or obligations of any rail-
road company or other corporation whenever the board of
directors of the company shall deem it to its interest to do
s0; and any such corporation of this state or elsewhere
may guarantee or hold the bonds or the stock of said com-

pany.

10. No stockholder in said company shall be held liable
or made responsible for 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
stockholders.

11. All taxes and debts due or to become due the state
of Virginia by the company shall be paid in lawful money
of the United States and not in coupons.

12. This act shall be in force from its passage, but the
general assembly of the state of Virginia reserves to itself
the right to modify, alter, or repeal this act at any time
hereafter.