Chap. 332.—An ACT to incorporate the Portamouth company.
Approved February 20, 1892.

1. Be it enacted by the general assembly of Virginia,
That John H. Dingee, S. Henry Norris, Richard S. Brock,
William Schuroele, junior, and William Lamb, or such of
them as may accept the provisions of this act, their asso-
ciates and successors, be, and they are hereby, incorporated
and made a body politic and corporate under the name
and style of the Portsmouth company, and by that name
shall be known in law, and shall have perpetual succes-
sion, and have power to sue and be suéd, 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 shal]
have, enjoy, and exercise all the rights, powers, and priv-
ileges pertaining to corporate bodies and necessary for the
purposes of this act, and may make by-laws, rules, and
regulations consistent with the existing laws of the state
of Virginia for the government of all under its authority,
the management of its estates and properties, and the due
and orderly conduct of its affairs. |

2. The said company is authorized and empowered to
purchase or otherwise acquire, own, hold, improve, lease,
convey, or otherwise dispose of lands and interests in lands
in the city of Portsmouth and in the county of Norfolk
and elsewhere in the state of Virginia and in other
States; to subdivide lands into streets, alleys, and lote for
town sites; to open and grade the streets and alleys
therein, and to sell, lease, or otherwise dispose of the lots;
to erect stores, dwellings, and other buildings, and to sell,
lease, or otherwise dispose of them; to build and maintain
wharves, and docks, and to operate, sell, lease, or other-
wise dispose of them; to build dams and dykes and to
dredge and improve water courses and water ways; to fur-
nish water, electricity, gas, and steam to individuals and
corporations, for all purposes whatever, and to maintain
and operate the works and machinery necessary or conve-
nient therefor, and to lend money on mortgages of land,
and to buy and sell such mortgages, and to guarantee the
payment of the debts thereby secured: provided, that the
amount of land held by the company at any one time in
any one county shall not exceed ten thousand (10,000)
acres.

3. The capital stock of the said company shall not be
less than one hundred thousand dollars, and may, with
the consent of a majority of its stockholders, be increased
from time to time to any additional amount not exceeding
one million ($1,000,000) dollars, by the issue or sale of
shares, the par value of which shall be one hundred dol-
lars each, upon such terms and conditions and under such
regulations as may be prescribed by the board of directors
of the company; and of the entire capital stock of the
company such part shall be preferred and such part com-
mon as the board of directors of the company shall from
time to time determine; and the directors may receive real
or personal property, services, or other things of value in
full or part payment or exchange for such issue or sale of
the capital stock, at such valuations or prices and on such
terms and conditions as may be fixed or approved by them.

4. The persons first named in this act, or such of them
as shall accept the provisions hereof, shall organize the
company, constitute its first board of directors, and con-
tinue in office until the first meeting of the stockholders
thereof. At such first meeting and at every annual meet-
ingsas many directors shall be elected as may be prescrib-
ed by the by-laws of the company, and the directors so
elected may be removed by the stockholders in general
meeting, but unless so removed they shall continue in of-
fice until their successors shall be elected and qualified.
Each stockholder in the company shall at all meetings or
elections be entitled to one vote for each share of stock reg-
istered in his name.

5. The directors shall choose one of their number presi-
dent, and shall appoint a secretary, and may fill all vacan-
cies 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 board of directors shall
have elected a president and appointed a secretary, and
the minimum amount of capital stock herein named shall
have been issued or sold, the company shall be con-
sidered legally organized, and may proceed to the transac-
tion of business. The board shall appoint, to hold during
its pleasure, the subordinate officers and agents of the com-
pany, prescribe their compensation, and take from them
such bonds, with 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 Portsmouth, Virginia.

7. The annual meeting of the stockholders of the com-
pany shall be held at the principal office of the company
at such time as the by-laws of the company may prescribe.
A general meeting of the stockholders of the company
may be held at any time in accordance with section eleven
hundred and fourteen of the present code of Virginia.

8. The company shall issue certificates of stock in said
company in shares of one hundred dollars each signed by
the president and countersigned by the secretary of said
company. The said certificates shall be transferable only
upon the books of the company by the stockholders, their
personal representatives, or duly authorized agents or at-
torneys, and the said certificates, when so transferred as
aforesaid, shall be returned to the said company and can-
celled, and new certificates of stock shall be issued in
lieu thereof to the persons entitled thereto for a like num-
ber of shares.

9. It shall be lawful for said company to borrow money
and to issue and sell its bonds from time to time for such
sums and on such terms as its board of directors may
deem expedient and proper in the prosecution of its busi-
ness, and the company may secure the payment of said
bonds by mortgages or deeds of trust upon all or any por-
tion of its property and franchises, including its fran-
chise to be a corporation, and it shall be lawful for the
company to subscribe for or acquire by purchase, exchange
or otherwise, the stock and bonds of any corporations or
associations of this state or elsewhere.

10. No stockholder in the said company shall be held
liable or made responsible for its debts and liabilities in
a larger or further sum than the amount of any unpaid
balance due to the said corporation upon his stock ac-
cording to the sale or issue thereof.

11. All taxes and debts due or to become due to the
state of Virginia by the company shall be paid in lawful
money of the United States, and not in coupons.

12. This act shall be in force from its passage; but the
general assembly of the state of Virginia reserves the right
to amend or répeal this act at any time hereafter.