CHAP. 308.—An ACT to incorporate the Lanston monotype ma-
chine company.

Approved February 19, 1892.

1. Be it enacted by the general assembly of Virginia,
That John W. Johnston, Joseph Bryan, J. C. Maben, J.
Taylor Ellyson, Norman V. Randolph, Sol. Haas, A. B. An-
drews, John H. Flood, Edmund Schaeffer, Tolbert Lanston,
William H. Holke, B. F. Cole, W. Clarence DuVall, J.
Maury Dove, George Gibson, and M. J. Wine, and such
persons a8 may become associated with them as stockhold-
ers in the company hereby incorporated, and their succes-
sors, be, and they hereby are, made and constituted a body
politic and corporate under the name of the Lanston mo-
notype machine company, and as such shall have all the
rights, powers, and privileges, and be subject to all
the duties and responsibilities, conferred and imposed by
the laws of this state applicable to such bodies politic
and corporate, except so far as the same may be in con-
flict with the provisions of this act.

2. The said company may acquire, secure, own, use, de-
velop, control, and operate inventions, improvements, and
patents, useful in the art of printing, and especially the
inventions, Improvements, and patents of Tolbert Lanston
for making, setting, and justifying type mechanically, and
all appliances, devices, processes, and improvements there-
with connected, or useful in the operation of such inven-
tions, and may sell, grant, assign, and lease or license to
others the said inventions, improvements, devices, and
processes, or any privilege thereunder or therewith con-
nected ; and may make, use, sell, assign, and lease or license
to others any and all machines, apparatus, appliances, and
devices suitable for, or connected with, the use of such in-
ventions or improvements, or any of them; and said com-

any may acquire, use, and dispose any property, rights,
icenses, patents, inventions, or other property suitable for
or advantageous to the conduct of the business of the
company.
3. The capital stock of said company shall not be less
than five hundred thousand dollars nor more than ten
million dollars, divided into shares of twenty dollars each.
The board of directors of said company may fix the amount
of its capital sto&k at first at any amount not less than
five hundred thousand dollars nor more than three mil-
lion dollars; and after they have fixed the said capital
stock, they may increase the same from time to time until
the amount of three million dollars is reached; and the
stockholders, by the vote of a majority in interest, may
increase the said capital stock from time to time above
the said three million dollars and until the maximum
amount of ten million dollars has been reached. As soon
as the minimum amount of five hundred thousand dollars
of said capital stock has been subscribed for or issued by
the board of directors, the company may commence to
carry on its corporate business. The board of directors
may sell or otherwise dispose of the capital stock of the
company, or any part thereof, or issue it to subscribers at
such price and upon such terms and conditions as said
board shall from time to time deem advantageous to the
interests of the company; and the said board may receive
in payment of or in exchange for the stock of the company
or any part thereof and in payment of subscriptions thereto
money, land, or other property, real, personal, or mixed;
leases, options, rights, easements, labor, or services in
obtaining subscriptions to the capital stock of the com-
pany or otherwise; stock in other corporations, whether
chartered in this state or elsewhere; patents, patent righte,
licenses, or any concessions or privileges which the board
may deem useful to the company. And the said board
may issue and use full-paid shares of the capital stock of
the company in payment for any such lands, property,
rights, labor, services, stock of other corporations, or
privileges. The said board may, from time to time, receive
subscriptions to the said capital stock either with or with-
out notice by publication or otherwise, as they shall see
fit. And the said board may subscribe to, purchase, or
otherwise acquire the stock of any other corporation in or
out of this state, when they shall deem it advantageous to
the interests of this company so to do.

4. The board of directors of this company until other-
‘wise provided by a by-law, shall consist of nine persons,
but the number may be increased by a by-law to fifteen.
The board of directors for the first year shall consist of
the following persons, namely: Tolbert Lanston, John H.
Flood, Edmund Schaeffer, William H. Holke, B. F. Cole,
W. Clarence DuVall, J. Maury Dove, George Gibson and
M. J. Wine, who shall hold their office for one year after
the passage of this act and until their successors have
been elected and qualified. The board hereby appointed
for the first year, shall elect one of their number presi-
dent of the company for such first year, whose term of
office shal! be the same as that above specified for the direct-
ors. After the first year the directors and president shall
be chosen as provided by the general law of this state.
Any vacancy or vacancies occurring in the said board of
directors or in the office of president, by death, resigna-
tion, or otherwise, shall be filled by the said board. A
meeting of the board of directors may be called by the
president or by any two members of the board by a
notice of the time and place of meeting being mailed to
each director a sufficiently long time to enable such di-
rector to reach the meeting from his place of residence.

5. The said company shall have power to borrow money
and to issue its negotiable notes, bonds, or other securi-
ties therefor, and to secure any moneys se borrowed by a
deed or deeds of trust or mortgage on its works, property
and franchises, or any part thereof.

6. The principal office of said company shall be in the
city of Alexandria, Virginia, hut the location of said
principal office may be changed by the stockholders of
the said company to any other place within this state.
And the board of directors may establish branch offices
elsewhere in or out of this state, as they shall deem it
expedient to do so in the conduct of the business of this
company.

7. This company may acquire by lease, purchase, or
otherwise, the works, property and franchises of any other
company which may own or control any invention or im-
provement applicable to the art of printing, or any rights
or interest in any such invention or improvement, and may
sue, transfer and assign or lease to any such company its
own works, property and franchises, or may consolidate
with any such company. |

8. If it should be deemed desirable at any time, this
company, by the vote of a majority in interest of its stock-
holders, may change the par value of its stock from twenty
dollars to one hundred dollars for each share; and may
issue fractional certificates for the purpose of effecting
the exchange of twenty dollar shares into one hundred
dollar shares. Such fractional certificates shall not be
entitled to any vote, but may be funded into one hundred
dollar ehares.

9. The said company agrees, by the acceptance of this
charter, to pay all taxes, dues, and demands to the state of
Virginia in lawful money of the United States, and not in
coupons.

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