CHAP. 339.—An ACT to ineorporate the Baptist orphanage of
Virginia

Approved February 24, 1890.

1. Be it enacted by the general assembly of Virginia,
That A. B. Woodfin, A. A. Gray; J. William Howard,
James B. Taylor, Peter Howard, J. B. F. Mills, Carter N.
Williams, W. J. Jordan, B. F. Johnson, A. Broaddus, junior,
F. N. Maxey, M. M. Morris, W. W. Baker, J. A. Leslie, W.
C. Parks, T. J. Nottingham, O. B. Lake, William Camphell,
J. Hunt Hargrave, junior, George W. Cone, W. L. Jeffries,
W.R. L. Smith, C. L. Cocke, and their successors in office
be, and they are hereby, appointed a body politic and cor-
porate under the name and style of the trustees of the Bap-
tist orphanage of Virginia, for the purpose of maintaining,
training, and educating the Baptist orphans of Virginia,
or such other orphans as in the discretion of the trus-
tees they may deem fit to assist, and by that name shall
have perpetual succession and common seal; may contract
and be contracted with, sue and be sued, may acquire, re-
ceive, hold, possess and enjoy, and may sell, convey, invest
and otherwise manage or dispose of all property, real or
personal, which may be given to or otherwise acquired by
the aforesaid trustees. And the said trustees and their
successors shall hold office as trustees no longer than they
remain in office as members of the Baptist orphanage of
Virginia, or until their successors enter upon the discharge
of their duties as trustees: provided, that the property, real
and personal, shall not exceed in value three hundred”
thousand dollars. 2
2. The said trustees and their successors, as a board,
shall have the power to fili vacancies in their own body, —
the persons to fill such vacancies to be chosen from the -
Baptist denomination of Virginia; to add to the original”
number of trustees; to appoint such officers as may be
requisite, and exact from any of them such bond or other |
security, in such penalty as the trustees may direct, con=—
ditioned for the faithful performance of their duties, and _
to select a suitable place for the location of the said cor-_
poration. :
3. Five trustees shall constitute a quorum for the trans-
action of business, but it shall require a majority of all”
the trustees to constitute a quorum for the sale of real”
estate or for the addition of new members to the original’
number of trustees.
4. The trustees of the said corporation shall have the
power to make any regulations or laws for the government
of the corporation not inconsistent with the laws and con=
stitution of this state or of the United States.
5. This act shall be in force from its passage, and shall
be subject to revocation, alteration, or amendment at the”
pleasure of the general assembly.

Chap. 340 —An ACT to incorporate the Radford crane iron
company.

Approved February 24, L896.

1. Be it enacted by the general assembly of Virginia,
That Samuel Dickson, Samuel R. Shipley, Joseph I. Doran,
William S. Pilling, Charles H. Mellon, John R. Johnson,
James F. Bullitt, or such of them as may accept the pro-
visions 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 Radford crane
iron 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 or 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.

9. The capital stock of the said company shall not be
less than one hundred thousand dollars, and may be 1n-
creased to any amount not exceeding three million dollars
by issue or 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 at such prices
as the board of directors 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 or sales
of the capital stock, at such valuation as may be agreed
upon between the directors and subscribers or purchasers.

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
lands, and interests in the lands and other property in
this state and elsewhere required in the conduct of its
business; and in order to bring out the minerals and pro-
ducts of its locality and furnish public transportation fa-
cilities the company shall have the right from time to
time of locating, constructing, leasing, operating, and
maintaining a line of railroad or railroads from any of
the lands, operations, or works of the said company to any
point on any railroad that is now or hereafter may be lo-
cated or constructed in, to, or through the counties of Car-
roll, Montgomery, Pulaski, Wythe, Smyth, and any adja-
cent counties: provided, that nothing herein contained in
this section shall be construed as exempting the said com-
pany from the provisions of chapter fifty-one of the code
of Virginia of eighteen hundred and eighty-seven, if it
shall engage in constructing or operating any such rail-
road, and the said company may acquire by condemnation,
in the mode provided by law, the lands necessary for the
right of way of its railroads and necessary stations and
depots for their operation.

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 continue
in office until the first meeting of the stockholders thereof.
At such first meeting, and at every annual meeting, 80
many directors shall be elected as may be prescribed by
the by-laws and regulations of the 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 said 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 considered
legally organized, and may proceed to the transaction 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 agen-
cies at such places as they may 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 Radford, Montgomery county,
Virginia, on the first Wednesday of March 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 may 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 fifty dollars éach, signed by the
president and countersigned by the secretary of said com-
pany. The said certificates shall be transferable only on
the books of the company by the said subscribers, their
personal representatives, or duly authorized agent or at-
torney; 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 fo 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 fran-
chises, including its franchises to be a corporation; and
may reserve the right to the company 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 euarantee
‘or subscribe to or hold shares in the capital stock or obli-
gations of any railroad company or other corporation
whenever the board of directors of the company shall
deem it to its interest to do so; and any such corporation
of this state or elsewhere may subscribe for, acquire, or
guarantee the bonds or the stock of said company.

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

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.