CHAP. 217.—An ACT to incorporate the American oil and fuel
gas company.

Approved February 17, 1890.

1. Be it enacted by the general assembly of Virginia,
That John M. Bailey and J. Wilder, of Virginia; John L.
Wellington, of New York; S. Lawrence French and Charles
Keveny, of Massachusetts, their associates and successors,
be, and they are hereby, incorporated and made a body poli-
tic and corporate under the name and style of the American
oi] and fuel gas company, and by that name shal] be known
in Jaw and 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 equity; and they
may make and have a common seal and they may alter and
renew the same at pleasure, and shall have, enjoy, and ex-
ercise all rights, powers, and privileges pertaining to cor-
porate bodies and necessary for the purposes of this act,
and may make by-laws, rules, and regulations for the gov-
ernment of all under its authority, the management of its
properties, and the due and orderly conduct of its affairs.

“2. The capital stock of said company shall not be less
than one million dollars nor more than twenty-five million
dollars, and shall be divided into shares, the par value of
which shall be one hundred dollars each; and the direc-
tors may sell said shares of stock, or any part thereof, at
such price as they may deem to be to the best interests of
the company, and may receive real or persona] property of
any kind or services in payment therefor at such valuation
as may be agreed upon between the directors and the pur-
chasers.
3. The said company is authorized and empowered to
purchase, hold, own, lease, and control in any manner,
grant, bargain, sell, mortgage, convey, and otherwise dis-
pose of real and personal properties of any kind in this
state or elsewhere: provided, that the said company shall
not carry on a general real estate, banking or commission
business, or own more than twenty-five thousand acres of
land in fee in any one county of this state at any one time.

4. The said company is authorized and empowered to
bore and operate wells for gas, water or 01], to mine coal
and other mineral substances, to purchase, refine, manu-
facture and prepare for sale, andsell, in any manner of
‘form it may adopt, raw materials, vegetable or mineral, or
the products produced therefrom, whether procured from
its own lands, or from the lands of others, and the said
company is authorized and empowered to construct, main-
tain and operate anywhere in this state, or in other states,
upon its complying with the legislative requirements of
such other states, pipe-lines, tanks, distributing pipes, the
necessary works and appurtenances of all kinds for the
purpose of refining, manufacturing, conducting, storing,
handling, and supplying corporations or individuals, for
use in blast furnaces, rolling mills, smelting works, manu-
facturing establishments of all kinds and for other purposes
with its manufactures and products, and for the purpose
of constructing, maintaining, and operating any of the
above works the said company shall have all the rights,
powers, and privileges which are given to internal improve-
ment companies by the laws of the state. Whenever this
corporation shall exercise any of the privileges conferred
by this act it shall be liable to the same taxes as may be
imposed by law upon other like corporations; and if is
further provided the said taxes shall be paid in lawful
money of the United States and not in coupons. '

' 5. The five persons first named in this act shall consti-
tute the first board of directors of the said company, one
of whom they shall elect president; they shall adopt a
code of by-laws, appoint a secretary and treasurer, and
when 80 organized they shall be authorized to change the
corporate name of the said company, if so desired; to fix
from time to time the amount of capital stock, and to ex-
ercise all the powers conferred by this charter; the secre-
tary shall certify said organization on the books of the
company, a copy of which, duly attested by a notary pub-
lic, shall be received in all courts and elsewhere as evi-
dence of the legal organization of the company ; they
shall continue in office for one year and until their suc-
cessors are elected by the stockholders. Each shareholder
in the company shall, at all meetings or elections, be en-
titled to one vote for each share of stock registered in his
name.
6. The board of directors may establish offices and
agencies at such places as they may deem proper; but the
annual meeting shall be held and the principal offices
shall be in the state of Virginia.

7. No stockholder shall ever be liable or made responsi-
ble for its debts and liabilities in a larger or further sum
than the amount of any unpaid balance due to the said
company on account of stock purchased from the company
by the said stockholder.

8. This charter herein granted, except as to matters
herein specially provided for, is hereby declared to be sub-
ject to the provisions of the general law in regard to char-
tered companies ahd corporations.

9. This company, so far as its properties are located and
its operations are.conducted within this state, shall always
remain a Virginia corporation, and subject to the jurisdic-
tion of its courts.

10.. All debts, dues or demands due to Virginia shall be
paid in lawful money of the United States and not in cou-
pons.

11. This act. shall be in force from its passage.

CHaP. 218 —An ACT to incorporate the Newcastle land and
improvement company.

Approved February 17, 1890.

1. Be it enacted by the general assembly of Virginia,
That Frank Woodman, Henry Rummell, A. E. Humphreys,
R.S. Carr, M. B. Goble, John R. Johnson, W. P. Scott, Sam-
uel H. Hoge, and James W. Marshall, 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
Newcastle land and improvement company, and by that
name shall be known in law, and shall have perpetual suc-
cession, and have power to sue and be sued, plead and be
impleaded, defend and be defended in all the courts wheth-
er 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 privi-
leges pertaining to corporate bodies and necessary for the
purposes of this act.

2. The capital stock of said company shall not be less
than fifty thousand dollars, and may be increased to any
amount not exceeding one million dollars, by subscription
or by the issue and sale of shares, the par value of which
shal] not be less than fifty dollars, from time to time, under
such regulations and upon such terms as the board of di-
rectors of such company shal! from time to time prescribe,
and the directors may receive labor, supplies and materials,
lands, water-rights, and other property, real or personal, in
payment for subscriptions to the capital stock at such valu-
ation ag may be agreed upon between the directors and
subscribers.

3. That said company is authorized to purchase, hold and
convey lands and interests in lands in the counties of
Craig, Roanoke, Botetourt, Alleghany and Bath in this
state, or in either of the said counties, such lands, however,
held in fee simple not to exceed at any one time ten thou-
sand acres; totill, mine, and quarry upon the same; to con-
struct, lease, and sell dwellings, stores, and other build-
ings; to erect and maintain bridges, dams, and ferries,
and otherwise use, develop, and improve the same; to
furnish gas and water, or either, to such persons, partner-
ships, or corporations residing or doing businegs in the
counties of Craig, Botetourt, Roanoke, Alleghany or Bath,
or‘in the neighborhood thereof, as may desire to use the
same; to provide, locate, purchase, erect, and maintain all
works necessary ‘to furnish gas or water, including pipe-
lines and conduits for the reception and distribution of

the same.

4. 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! con-
tinue in office until the first meeting of the stockholders
thereof. At such first mecting, and at every annual meet-
ing, so many directors shall be elected as may be prescrib-
ed by the 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 suc-
cessors shall be elected and qualified. Each stockholder
in the company shall, at all meetings or elections there-
after, be entitled to one vote for each share of stock regis-
tered in his name.

5. The board of directors shall be stockholders in said
company. They shall] appoint one of their number presi-
dent, and may fill any vacancy that may occur in said
board, unless by a removal, in which case the same shall
be filled by the stockholders in general meeting. When-
ever the minimum amount of the capital stock herein
named shall have been subscribed, and the board of direc-
tors shall have elected a president, said company shall be
considered legally organized, and may proceed to the trans-
action of business. The board shall appoint, to hold dur-
ing its pleasure, the subordinate officers and agents of said
company, prescribe their compensation, and take from
them such bonds in security as they may seem 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 at Newcastle, in
Craig county, in this state.

7. The annual meeting of the stockholders of said com-
pany shall be held on the first Wednesday of May of each
year, or as soon thereafter as practicable, and on such other
day and at such other place as the stockholders may, by
resolution adopt 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 tenth section of the code of
Virginia, edition 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 certificate shall be transferable
upon the books of the company by the said subscribers,
personal representatives, or duly authorized agent or attor-
ney; 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 to 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 work, and may secure the
payment of said bonds by mortgages or deeds of trust upon
all or any portion of its property and franchises, including
its franchise to be a corporation, and may reserve the
right to the company, or confer on the holder of any
bonds of the company the right, to convert the principal
thereof into the stock of the company at any time; and it
shall be lawful for said company to subscribe to and hold
shares in the capital stock of any railroad company or
other corporation, whenever the board of direstors of the
company shall deem it to its interest to do so, and any
such corporation may guarantee or hold the bonds or the
stock of said company.

10. No stockholder in said company shall be held 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. The said company, for the purpose of locating, lay-
ing, constructing and operating its conduits and pipe-
lines, and acquiring the lands and rights of way acquired
therefor, may enter upon lands and acquire by condemna-
tion, according to the laws of Virginia, the lands and
rights of way required by the company from time to time
therefor.

12. All taxes due the commonwealth by said company
shall be paid in lawful money of the United States and
not in coupons.

13. 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 here-
after.