CHAP. 523.—An ACT to incorporate the Rockingham and West
Virginia railway, mining, and manufacturing company.

Approved March 1, 1892,

1. Be if enacted by the general assembly of Virginia,
That E. 8. Conrad, of Harrisonburg, Virginia; E. D. Root,
and P. W. Pugh, of Broadway, Virginia; George C. Dick-
inson, of Albemarle county, Virginia; Edward Morton, of
London, England, and New York city; Edward J. Galla-
gher, and Henry Parsons, of New York city; Charles J.
Ransom, of Oxford, Massachusetts, and J. B. Barton, of
Easthampton, Connecticut, or such of them as may accept
the provisions of this act, and such other persons as may
be hereafter associated with them, and their successors,
shall be, and they are hereby, constituted a body politic
and corporate under the name and style of the Rocking-
ham and West Virginia railway, mining, and manufactur-
ing company.

2. The said corporation may, by or under its corporate
title, make and use a corporate seal, which it may alter or
renew at its pleasure, and may sue and be sued, plead and
be impleaded, contract and be contracted with, and make
by-laws and rules and regulations, consistent with exist-
ing laws of the state, for the government of all under its
authority, the management of its estates and properties,
and the due and orderly conduct of its affairs.

3. The capital stock of said company shall be not less
than fifty thousand dollars, and may be increased to any
amount not exceeding five million of dollars by issue
and sale of shares thereof, not less than ten dollars each,
from time to time, under such regulations as the board of
directors of said company shall from time to time pre-
scribe; and the directors may receive real or personal
property in payment for subscriptions to the capital stock
at such valuation as may be agreed upon between the di-
rectors and the subscribers. .

4. The said company shall have power, and may pur-
chase, hold, grant, mortgage, or otherwise dispose of real
and personal estate in this state and elsewhere. And the
said company shall have power, and may lay out such
lands, or any part thereof, into parcels or lots of conve-
nient size, with intervening roads, Janes, streets, and alleys,
and develop, improve, work, cultivate, sell, grant, mort-
gage, or otherwise dispose of in such manner and upon
such terms as the said company may think proper; and
may contract for, construct, operate, and maintain works
of public or private improvement: provided, however,
that nothing in this section shall be construed as exempt-
ing the said company from the provisions of the general
laws of Virginia relative to corporations.
ACTS OF ASSEMBLY.

5. The said company shall! have power to search for and
levelop mineral properties; to mine and produce ores and
sarths useful for manufacturing purposes, coal, iron, lead,
and all other minerals, ores and metals; the purchase and
sale of the same; the working, reducing, smelting and
refining of the same, and the erection of chemical works
and steam and water mills, and working of the same;
also the construction and maintenance of railroads, tram-
ways, bridges and telegraph lines, connecting the mines
and properties of said company with lines and trunk lines
of railroads and telegraph lines to or near Riverton as an
eastern terminus, and via Powell’s fort, at or near Broad-
way, through Brock’s gap to the West Virginia line asa
western terminus. And said corporation shall have and
exercise all the general powers and functions of a common
carrier, and the said company shall have power and may
build and maintain pipe lines, water ditches, flumes and
reservoirs, and to draw water from any water-course adja-
cent to their mines and properties.

6. That for the purpose of constructing said railroads,
telegraph lines, pipe lines and water ditches, flumes and
reservoirs, the said company shall have the right to enter
upon any lands over which said railroads, telegraph lines,
water-ditches, reservoirs and flumes may pass, for the
purpose of surveying the same and locating said railroad,
telegraph lines, pipe lines, water-ditches, reservoirs or
flumes, and to contract with the owners of said lands for
the right of way for any or all of the above-mentioned
rights; and upon failure of said company and the owners
of said lands to agree upon the price of said right of way,
they shall proceed as the law directs for the condemnation
of lands.

7. For the construction and operation of the railroads,
telegraph lines, pipe lines, reservoirs, water-ditches and
flumes, the company shal] have the right to issue bonds
and to secure the same by mortgage on the property of the
company, or any part thereof; to issue preferred stock;
to issue bonds secured by mortgage convertible into pre-
ferred stock, or preferred stock convertible into bonds
secured by mortgage, and to exercise all power necessary
to the enjoyment of the franchises and privileges herein
granted.

8. The affairs of said company shall be managed by a
board of directors, five in number, and may be increased
to any number not to exceed fifteen; to hold office for
such term as the by-laws of said company shall provide,
and until their successors are duly chosen and qualified.
Said board shall elect from its members a president, vice-
president and treasurer of the company, and they shal]
hold office for such terms as the by-laws of the said com-
pany may provide, and until their successors are duly
elected and qualified.
9. That for the management and disposition of the stocks,
property, estate, and effects of said company, the board of
directors shal] make by-laws, rules, and regulations as may
be consistent with this act, and shall fix the time of elec-
tion of directers, and in case of any vacancy in said board,
caused by death, resignation, of otherwise, may fill the
same. No person shall be a director who is not a stock-
holder, and any one ceasing to be a stockholder shall cease
to be a director.

10. That at all meetings of the stockholders every share
of stock shall entitle the holder to one vote, to be given in
person or by proxy. Annual meetings of the stockholders
of said corporation shall be held for the election of direc-
tors, and the place and notice of said meetings to be pre-
scribed in the by-laws; but failure to elect directors on
the day appointed in said by-laws shall not be deemed to
dissolve said company, but such election may be holden
on any day thereafter appointed by the directors, upon
due notice as prescribed by the by-laws. The directors,
of whom three, including the president (or if increased, as
the by-laws direct), shall be a quorum, shall have full
power touching the appointment of all officers and em-
ployees of the company and the bonds to be required of
them for the faithful performance of their duty; and said
appointees shall hold office at the will and pleasure of said
board. Said directors shall make an annual report to the
. stockholders of their proceedings and expenditures.

11. If any stockholder shall be in default in the pay-
ment of his subscription, as required by the directors, in
addition to the right of recovery by the company by legal
proceedings, the board of directors are hereby invested
with the power and authority, after giving public notice of
the time and place of sale for the period of one week in
some newspaper published in New York city or Rocking-
ham county, Virginia, to sell at public auction, for cash,
the said stock in respect to which such default shall have
been made, and to have the same properly transferred to
the purchaser, and out of the proceeds of such sale shall
be paid the charges and expenses of such sale and the
amount due upon said stock, and the surplus, if any, shal!
be paid to the delinquent or his representative; and if at
any such sale there shall be no bidder who will purchase
the said stock at a price equal to the charges and expenses
of said sale and the entire amount due and unpaid on the
stock, the said company may purchase the said stock and
hold the same for its benefit.

12. The board of directors may establish officers and
agencies in such places as they may think proper, but the
principal office of the company shall be located at some
point within the limits of the state of Virginia.
13. The annual meeting of the stockholders shall be held
n the city of New York on the first Monday jn July of
ach and every year, or on such other day as the stock-
10lders may by resolution adopt in any annual meeting, to
ake effect at the next annual meeting. A general mcet-
ng of the stockholders of said company may be held at any
‘ime as provided for by the general laws of Virginia.

14. Whenever ten thousand dollars of said capital stock
shall have been subscribed and paid in, the above corpo-
tators and their associates, if any, shall be authorized and
3m powered to organize the said company by the appoint-
ment of a president, secretary, and treasurer, and the
adoption of such by-laws and regulations as may be
jeemed necessary for the affairs of said company, and they
may proceed to business as provided for in this act.

15. All taxes and debts which may become due from said
company to the state shall be paid in Jawful money, and
aot in coupons.

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