Chap. 117.—An ACT to incorporate the Virginia land develop-
ment and transportation company.

Approved February 2, 1892.

1. Be it enacted by the general assembly of Virginia,
That H. R. Garden, J. J. Deery, T. A. Beall, and H. D. Gar-
den, of New York ; P. Hevner, of Philadelphia: W.W.Wood-
ward, G.T. Garnett, J.N. Stubbs, and C. M. White, of Vir-
ginia, and such other persons as may be associated with
them, be, and are hereby, declared a body politic and corpo-
rate by the name and style of the Virginia land development
and transportation company, and as such shall have per-
petual succession, and a common seal, which if may
renew and alter at pleasure, and may sue and be sued,
plead and be impleaded, contract and be contracted with,
and make ordinances, by-laws and regulations, not incon-
sistent with the provisions of this act, or other laws of
this state, or of the United States, for the government of
its officers and agents, and the proper conduct of its affairs.

2. The capital stock of the company shall be not less
than fifty thousand, nor more than one million of dollars,
at the time of its organization, and may be increased at
any time thereafter, as hereinafter provided, and shall be
divided into shares of one hundred dollars each.

3. Any person or corporation holding or owning lands,
may subscribe for stock in said company, payable in land,
for which certificates of common stock, full paid and un-
assessable, ‘may he issued at such price as may be agreed
upon, between said company and the party or parties sub-
scribing. It shall be lawful for this company to subscribe
to, and hold shares in the capital stock or bonds of any
railway company or corporation, whenever the board of
directors may consider it to their interest to do so.

4, Any railroad company in this state, authorized by its
charter to acquire lands for purposes of internal improve-
ment, sale, or settlement, may lawfully grant and convey
such lands, or any portion thereof, to the company hereby
incorporated, and receive in payment therefor stock as
aforesaid, and hold or dispose of the same as fully as a
natural person may now or hereafter lawfully do.

5. This company shal! have power to issue a preferred
stock to an amount not exceeding one-half of its capital
stock, on which it may guarantee dividends not exceeding
ten per centum per annum from the general profits of the
company, in any year, upon such terms as may be pre-
scribed by the board of directors; but when the profits in
any year exceed such guaranteed per centum per annum
on the whole amount of stock issued, the holders of pre-
ferred and common stock shall share equally in such pro-
fits. Said company shall have power, from time to time,
to increase its capital stock to such an amount, and to is-
sue and sell the same at auen price as the board of direc-
tors may determine.

6. And the said company shall have power at any
time to borrow money, issue its bonds for the same, and
to pledge the property, franchises, and rights of thé com-
pany, by mortgage or otherwise, which may exist at the
time of the. mortgage or other lien, or be thereafter ac-
quired by said company, for the payment of the same and
the interest that may accrue thereon, and the company
may sell its bonds at less than par.

7. The said company may acquire and hold by purchase,
lease, or otherwise, and may, on their own behalf, and for
and on behalf of other corporations, own, conduct, manage,
operate, and maintain railroads and tramways; and may
also sell, lease, or otherwise dispose of any railroads and
tramways, which it may own and acquire. And the said
company may unite and consolidate with any other corpora-
tion upon such terms and conditions, and under such cor-
porate name as may be agreed upon by the atockholders of
the consolidating companies respectively, ih general meet-
ing, without impairing any of the rights and franchises of
either or any of such companies; and any such conegolida-
tions so made and entered into shal! be, in all respects, law-
ful, valid, and binding. A counterpart of any such contract
or consolidation shall be filed in the office of the secretary of
the commonweath, and a copy thereof certified by such
secretary, shall be evidence of the consolidation therein
set forth, without any proof of handwriting.

8. In addition to the lands said company may acquire
from railroads or other incorporated companies, it may
purchase, with its stock, or lease, or otherwise lawfully
acquire lands, mines, manufactories, tanneries, saw-mills,
lumber yards, mineral and water rights, and other indus-
tries, deeds of trust, and bonds and mortgages from other
parties, and may settle and plant said lands, and engage
in the business of mining and manufacturing, or may eel]
or convey, lease or mortgage, any or all properties owned
by said company, erect buildings and machinery of all
kinds necessary to carry on the business, employ laborers,
let lands to tenants, act as agent in the purchase, sale, or
renting of lands for others, carry on immigration from
foreign countries or the other states of the union; and
to that end and for purposes of commerce may own,
charter, or otherwise employ steamships and other vessels,
or such other means of conveyance and transportation by
land or water, as it may deem expedient; establish immi-
grant depots and hospitals for the care, protection, and
proper treatment of all persons brought into this state by
said company. And it may also be lawful for said com-

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any to take contracts and contract with any other incor-
rated companies, municipal bodies, or private individ-
als, for the construction of any and all kinds of work of
nternal improvement, and for the facilitating and carrying
n its business of mining, manufacturing, and developing
ts properties, may construct railroads from said proper-
ies in any direction, to a connection with other railroads
nd their branches and to and through towns and water
ourses ; not to exceed fifty miles in length in each case.

9. Any other corporation may hold shares of stock or
onds in the said company hereby incorporated, and may
xchange their stock or bonds for the same; and the said
Oompany may in like manner hold stock or bonds in any
ther company or corporation in all respects as a natural
erson. :

10. Said company may lay out and establish on its
ands, towns and villages, and dedicate to public uses
herein, on such terms as its by-laws may provide, so
much land as may be requisite for highways, streets, pub-
ic gardens, churches, schools, and cemeteries, and hold
he title thereof in perpetuity, or grant the same to such
owns and villaPes as to said company may seem best.

11. And it is hereby authorized and empowed to erect
and construct, and hold, for itself, or to construct as con-
tractor for other corporations and individuals, gas and
electric light and power stations, horse, cable or electric
railways, and water-works, develop water-power, and con-
struct dams and canals for the same, lay gas, sewer, and
water pipes, build cotton presses, elevators, warehouses,
wharves, piers, docks and basins, suitable for the accom-
modation of steamships, vessels and boats, and for the
convenient loading, unloading, shipping and receiving of al]
kinds of merchandise and personal property for safe-keep-
ing, and may conduct the business usually transacted by
warehousemen,wharfingers and lightermen, and may charge
and collect compensation for the storage, dockage, wharf-
age and lighterage, and for all labor incident thereto, in-
cluding the expenses of weighing, insuring, keeping, and
delivering, such merchandise or personal property at such
rates and on such terms as may be agreed upon between
it and its customers, and for any advances made by it on
merchandise or property stored or deposited with it for
shipment, and for all its charges and expenses incident
thereto; the said company shal! have a preferred lien on
said merchandise or property, which shall be paid before
the said company shall be required to deliver the same.

12. The personal liability of any and every shareholder
shall be limited to the amount due and unpaid upon the
agreed price for the shares of stock owned and held by
such shareholder.
- 18. Every stockholder not in debt to the company, may
at pleasure, by power of attorney or in person, assign his
stock and transfer the same on the books of the company,
or any part thereof, not being less than a whole share;
but no stockholder indebted or liable to the company,
shall be permitted to make a transfer, or receive a divi-
dend, until such debt or liability is paid or secured to the
satisfaction of the board of directors.

14. In no case are deposits made with the company, or
property held in trust or on storage, or the certificates
thereto to be held liable for any contract, debt, or under-
taking of the company.

15. Said company in its by-laws may provide for receiv-
ing its stock in payment for any land it may sell, at such
price as it may fix thereon; and stock thus received may
be cancelled and retired or reissued in the purchase of
other lands or property, as the interests of the company
may make expedient.

16. After the year nineteen hundred and five, said com-
pany shall] not own more than fifty thousand acres of land
in any one county of the state of Virginia, nor more than
twenty-five thousand acres in any county after the year
nineteen hundred and twenty.

17. For the purpose of organizing said company the per-
sons first named in this act sha]l constitute its first board
of directors until] the first meeting of stockholders, when
they shall elect a president, frame by-laws for the govern-
ment of the company, and elect such other officers as may
be deemed necessary. Three or more may act and may
receive subscriptions to the capital stock of the com-
pany at any time and place; and when the sum of
twenty thousand dollars is subscribed, they shall con-
vene the stockholders and organize said company. At
said meeting one of their number shall preside, and
they shall certify said organization on the books of the
company, and this certificate, or a copy thereof, duly
authenticated by a notary public, shall be received as
evidence of the legal organization of said company.

18. All taxes which may be assessed against said com-
pany shall be paid in lawful money of the United States,
and not in coupons.

19. This act shall be force from its passage.