CHAP. 860.—An ACT to incorporate the Norfolk and Portsmouth
land and improvement company.

Approved February 25, 1890.

1. Be it enacted by the general assembly of Virginia,
That Eugene T. Lynch, John C. Short, Frank W. Allen,
William A. Miner, and Robert T. Clarke, of the city of
New York, and William H. Peters, of the city of Ports-
mouth, and William H. White, of the city of Norfolk, in
the state of Virginia, or such of them as 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 Norfolk and
Portsmouth 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 courts, whether
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 tocorporate 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 five million dollars, by subscription
or by the issue and sale of shares, the par value of which
shall be one hundred dollars, from time to time, under
such regulations and upon such terms as the board of
directors of such company shall from time to time pre-
scribe; 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 valuation as may be agreed upon between the
directors and subscribers.

3. That said company is hereby authorized to acquire
by purchase, gift, exchange, or otherwise, and to hold, con-
vey, or otherwise use and dispose of lands, timbered or
arable, water-rights, and all other interests in lands in
the counties of Norfolk, Nansemond, Princess Anne, and
Isle of Wight, in this state, and in the adjoining and
neighboring counties 6f North Carolina; such lands, how-
ever, swamp, timbered, and arable, held in fee simple, not
to exceed at any one time two hundred thousand acres; to
till and tomanufacture timber and Jumber upon the same;
to construct, lease, and sell dwellings, warehouses, stores,
factories, and other buildings; to erect or construct and
to maintain docks, bridges, dams, ditches, basins, or canals,
tramways or railroads, and otherwise develop, use, and
improve the same; to provide, locate, purchase, erect, and
maintain all works necessary or desirable for the manu-
facture of timber and lumber of every variety.

4. The persons first named in this act, or such of them
as shall accept the provisions of this act, shall constitute
the first board of directors of the said company, and shall
continue in office until the first meeting of the stock-
holders hereof. At such first meeting and at every annual
meeting so many directors shall be elected as may be pre-
scribed by the laws and regulations of said company, who
may be removed by the stockholders in general meeting;
but unless so removed shal! continue in office until their
successors sha!l be elected and qualified. Each stock-
holder 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
president, 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 direc-
tors shal] 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
during its pleasure, the subordinate officers and agents of
said company, prescribe their compensation, and take
from them such bonds in security as they may deem 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 located in the
city of Norfolk or city of Portsmouth.

7. It shall be lawful for said company to issue or sell
its bonds from time to time, 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 pay-
ment of said bonds by mortgages or deed of trust upon
all or any portion of its property and franchises, inclu-
ding its franchises 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 stock of the said 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 or canal
company or other corporation whenever the board of direc-
tors 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 the said company.

8. No stockholder in said company shall be held or
made responsible for its debt 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.

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

10. This act shall be in force from its passage. |