CHAP. 470.—An ACT to incorporate the R. W. Coffee machine
company.

Approved March 3, 1890.

1. Be it enacted by the general assembly of Virginia,
That Thomas D. Berry, James M. Berry, Samuel H. Berry,
John F. Slaughter, Allen W. Talley, and Martin P. Burks,
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 R. W. Coffee machine company ;
and by that name shall be known in law, and have per-
petual succession, and have power to sue and be sued.
plead and be impleaded, defend and be defended, whether
at 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
purpose of this act.

2. The said company is authorized and empowered to
manufacture any and all kinds of machinery for removing
stems from leaf tobacco, or for the curing, coloring, steam-
ing, or drying leaf tobacco, and to make sale of such
machinery, or any part thereof, and to lease or operate
in this state and elsewhere, such machinery or any
part thereof, on royalties or otherwise, as the board of
directors may determine. The said company may pur-
chase and hold, sell and transfer patents (either Amer-
ican or foreign) for the machinery aforesaid and other
rights, privileges, and franchises as the board of direc-
tors may elect. It may also purchase and hold so much
real estate as the board of directors may determine to
be necessary for the convenient use of its business. The
said company may alien or encumber-any of its prop-
erty, real, personal, or mixed, in such manner and to such
extent as the board of directors may determine. For the
purpose of paying its debts, or in order to raise money to
carry on its business, the said company may issue its
bonds and secure the payment thereof by deed of trust, or
otherwise, as to the board of directors may seem proper.
_ 8. The capital stock of said company shall not be less
than one hundred thousand dollars nor more than one
millions dollars, divided into shares of the par value of
one hundred dollars each, and certificates of stock shall
be issued to the subscribers therefor or purchasers thereof,
to be authenticated as the board of directors may appoint.
The said stock shall be hon-assessable, and the stock-
holders shall be liable only for the price agreed to be paid
for stock subscribed for or purchased by them, and no
stockholder holding paid-up stock shall be liable to any
contribution or for any debts, liabilities, or obligations of
said company. .

4. The persons named in this act,or such of them as
shall accept the same, shall constitute the board of direc-
tors of this company to manage its business, and shall
continue to hold office until the first meeting of stock-
holders held to elect officers and until their successors
shall be elected and accept. The board of directors shall
appoint such officers or agents as they may deem neces-
gary, prescribe their duties, fix their compensation, and
require of them such bonds, with or without sureties, as
they may deem proper, and may suspend or remove such
officers or agents at pleasure. The election of the board
of directors, after the election of the first board, shall be
at the annual meeting of stockholders held for that pur-
pose. The president shall be elected from the board of
directors by a majority of votes of such board. All
vacancies occurring in the board may be filled by said
board for the unexpired term of the member whose office
is vacated. The directors shall hold office for one year
and thereafter until their successors shall have been
elected and have accepted.

5. It shall be lawful for said company to increase its
capital stock from time to time to an amount not exceed-
ing the maximum amount fixed by section three of this
act, and to dispose of its capital stock by subscription or
by issue and sale of shares, under such regulations and at
such price and on such terms as the board of directors
shall from time to time prescribe. And the board of
directors may receive patent rights, or other rights, privi-
leges, and franchises, labor, supplies, materials, and other
property, real, personal, or mixed, in payment for capital
stock, at such valuation as may be agreed upon between
the directors and subscribers or purchasers, and to deliver
therefor 80 many paid-up shares of stock as may be agreed
upon. And the incorporators herein mentioned, or any of
them, may transfer to said company for such paid-up stock
of said company as may be agreed on amongst themselves
any. patent rights, or other rights, privileges, franchises,
contracts, options, or other property, real, personal, or
mixed, of any kind or description whatsoever owned by
them, or any or either of them.

6. The said company may take and hold stock in any
other company in which it desires to invest, and its stock
may be held by any other company authorized to hold the
same.

7. The board of directors may issue certificates for paid-
up stock, non-assessable, and may make sale thereof at
such price as may be agreed on by the board of directors,
and on payment of such price there shall be no further
liability on said purchaser nor on any assignee or trans-
ferree of such stock to said company, its assigns, or credi-
tors.

8. All taxes due this commonwealth by said company
shall be paid in lawful money of the United States.

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