CHAP. 377.—An ACT to incorporate the Cardwell machine com-
pany.

Approved February 28, 1890.

1. Be it enacted by the genera] assembly of Virginia,
That Samuel Freedley, George J. Freedley, Charles E.
Whitlock, James R. Gordon, and W. J. Johnson, and all
other persons who shall hereafter become stockholders in
the company hereby incorporated, are made a body politic
and corporate by the name of the Cardwell machine com-
pany; and by that name shall have all the powers, rights
and franchises necessary and proper to engage in and carry
on the business of buying, manufacturing and selling, as
its Own or on commission, at wholesale and retail, agricul-
tural implements, tobacco-factory machinery and cotton-
seed oil mills, and all other kinds of implements and
machinery, and to do a general machine and foundry busi-
ness; and generally to do any other,act or acts that may
be necessary or proper to promote and carry out the pur-
poses above enumerated, or any of them; and in order to ac-
complish these ends, to purchase and have, transferred, as-
signed and conveyed to it all the machinery, tools, fixtures,
patterns, stock on hand, both manufactured and unmanu-
factured, and the good-will of Samuel Freedley, in his busi-
ness, now and heretofore carried on under the name of the
Cardwell machine company and the real estate and premises
number one thousand five hundred and eleven east Carv
street, between Fifteenth and Seventeenth street, in the
city of Richmond, belonging to the said Samuel Freedley,
in which his said business is now being conducted.

2. The capital stock of said company shall be eighty-
five thousand dollars, and it may be increased from time
to time, and at any time by vote of the stockholders, a
majority thereof voting for such increase, to a sum not
exceeding one hundred thousand dollars; and said capital
stock shall be divided into shares of the par value of one
hundred dollars each; and whenever eight hundred and
fifty shares have been subscribed, and ten per centum
paid in cash thereon, under the direction of any three or
more of the incorporators hereinbefore named, the sub-
scribers or stockholders may organize the company by elect-
ing a president and treasurer and a board of directors, said
board to consist of not less than five stockholders, and by
electing or appointing such other officers or agents as may
be deemed necessary for the management of such company’s
affairs; and thereupon said company shall have and exer-
cise al] the general powers, privileges, and functions of a
corporation, and be subject to all the restrictions imposed
by the laws of the state, applicable to manufacturing
companies, except so far as the same may be changed or
modified by this act.

3. The said corporation shall continue for ten years
from the date of its organization, and at the expiration of
the said ten years may be continued, at the option of the
said company, for ten or twenty years longer: provided,
the assent of stockholders holding four-fifths of the capi-
tal stock shall be necessary in order to extend the dura-
tion of said company.

4. Any one or more stockholders holding one hundred
shares of the stock of said company shall have the right
at any time to examine into the affairs and books of said
company, and to have a correct balance sheet made, show-
ing the condition of said company; and for this purpose
may cause an inventory of its assets to be made, and may,
to accomplish such examination, call in the aid of an ex-
pert bookkeeper.

5. Said company shall be authorized to hold not exceed-
ing five acres of land in the city of Richmond, and five
thousand acres of land outside of said city, whether the
same be located in the state of Virginia or elsewhere.
Said company may buy and hold real estate in or out of
the state of Virginia for the purposes of its business, or
for any other purposes for which it is authorized by law
to do so.

6. The said company shal] keep its principal office in
the city of Richmond, in the state of Virginia; but said
company shall have the power to establish other manufac-
tories, agencies, and offices elsewhere, either in or out of
this state, if it shall deem necessary to do so, for the pro-
motion or proper conduct of its business, or any branch
thereof.

7. All taxes, debts, dues, and demands from the said
company to the state of Virginia shall be paid in lawful
money of the United States and not in coupons.

8. This act shall be subject to amendment or repeal at
the pleasure of the general assembly of Virginia, and
shall-be subject to all the restrictions and limitations of
the statutes of this state, except such as are in conflict
with this act.

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