CHAP. 207.—An ACT to incorporate the Virginia Land company.

Approved February 18, 1890.

1. Be it enacted by the general assembly of Virginia.
That A. J. May, W. H. Bolling, Adolph Boissevain, Everett
Gray, John H. Dingee, Joseph I. Doran, 8. W. Colton,
junior, 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 corpo-
rate under the name and style of the Virginia land company
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 defended in all
courts, whether in law or in equity, and may make and
have a common seal and alter and renew the same at pleas-
ure, and shall have, enjoy and exercise all the rights,
powers and privileges pertaining to corporate bodies and
necessary for the purpose of this act, and may make by-
laws, rujes and regulations consistent with the existing
laws of the state for the government of all under its au-
thority, the management of itsestates and properties, and
the due and orderly conduct of its affairs.

2. The capital stock of the said company shall not be leas
than one hundred thousand dollars, and may, with the
consent of a’ majority of its stockholders, be increased
from time to time to any additional amount requisite for
its operations by the issue or sale of shares, the par value
of which shall not be less than fifty dollars, from time to
time, upon such terms and conditions, under such regula-
tions, and such part of its capital stock to be preferred
and such part common as the board of directors of said
company shall prescribe; and the directors may receive
land, materials, services, or other valuable thing in pay-
ment for subscriptions to, or purchases of, the capital
stock, at such valuation or price and on such terms and
conditions as may be agreed upon, and at, above or below
the par value thereof; and the stock of the company so
issued shall for all purposes be treated as paid for at par
in money, without any liability whatever thereon or upon
the holders thereof to pay any calls or assessment on ac-
count thereof; except as may be agreed; and common
shares, entitling the holder thereof only to a share in the
net profits of the company to be earned after the payment
of fixed charges and dividends on the preferred shareg,
and not liable to any calls or assessments whatever, may
be so created and issued.

3. The said company is authorized and empowered to make
advances or loans of money on real or personal estate, or
any other kind of property or seeurity ; to purchase, hold,
and convey the obligations, mortgages and securities
negotiable or otherwise, of corporations, associations and
individuals; to purchase, hold and convey lands (not ex-
ceeding, however, ten thousand (10,000) acres in fee sim.
ple in any one county), and interests in lands in this
state or elsewhere; to till, mine and quarry, and construct
lease and sell dwellings, stores and other buildings, and
otherwise use, operate, develop and improve lands ‘and
interests in lands; and generally to conduct the business
of an investment company, with the power to the said com-
pany to purchase, hold, use, sell, mortgage and dispose of
property of any kind suited to the business of said com-
pany, and to borrow money, issue and sell its bonds or
obligations, negotiate paper and secure the same by pledge
or mortgage or deed of trust of all or any part of its prop-
erty.

i The persons first named in this act, or such of them
as shall accept the provisions hereof, shall constitute the
first board of directors of the said company, and shal]
continue in office until the first meeting of the steck-
holdera thereof. At such 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 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 transaction
of 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, as security, as they may deem fit. Stock-
holders not exceeding three in number, elected or appointed
In such manner and for such terms as the by-laws may
prescribe, and to receive such compensation for their ser-
vices as may be agreed upon, may act with the officers and
directors as an advisory committee or managers, and may,
as such committee or managers, be made ex-officio mem-
bers of the board of directors.

6. The board of directors may establish offices and
agencies at such places as they deem proper, but the prin-
cipal 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 such time and place in the state
of Virginia as the by-laws of the company or the stock-
holders may, by resolution adopted at any annual meeting
to take effect at the next annual meeting, prescribe. A
general meeting of the stockholders of said company may
be held at any time, as provided for by the eleven hun-
dred and fourteenth section of chapter fifty-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 in shares of not less than fifty dollars each,
signed by the president, and countersigned by the secretary
of saidcompany. The said certificates shall be transferable
only upon 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-
celled, 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 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 its business, and may secure
the payment of satd bonds by mortgage or deeds of trust
upon all or any portion of its property and franchises,
including its franchises to be a corporation; and it shall
be lawful for said company to subscribe for and hold the
shares of stock and bonds of any corporation or associa-
tion of this state or elsewhere, and for any corporation or
association of this state or elsewhere to guarantee or hold
the shares of stock or bonds of the said company.

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 bal-
ance due to the said company for stock subscribed for or
purchased by said stockholder according to the terms of
his subscription or purchase.

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 the right
to modify, alter, or repeal this act at any time heréafter.