Chap. 725.—An ACT to incorporate the Tide-water building and
construetion company. ~

Approved March 4, 1892.

1. Be it enacted by the general assembly of Virginia,
That W. A. Little, junior, A. B. Botts, H. von Schon, L. W.
White, J. B. Ficklin, M. B. Rowe and E. D. Cole, of Vir-
ginia, or such of them as may accept the provisions of this
act, their associates and successors, be, and they are hereby,
incorporated and made a body politic and corporate under
he name and style of the “ Tide-water building and con-
truction company,” and by that name shall be known in
aw, and shall have perpetual succession, and have the
ower to sue and be sued, plead and be impleaded, defend
nd be defended in all courts, whether in law or equity;
nd may make and have a common seal, and alter and re-
.ew the same at pleasure, and shall have, enjoy and exer-
ise all the rights, powers and privileges pertaining to
orporate bodies and necessary for the purposes of this.
ct; and make by-laws, rules and regulations consistent
vith the existing laws of the state for the government of
11 under its authority, the management of its estates and
yroperties and the due and orderly conduct of its affairs.

2. The capital stock of said company shall not be less
shan five thousand dollars, and may be increased to any
mount not exceeding five hundred thousand dollars, by
ssue and sale of shares thereof, not less than fifty dollars
gach, from time to time under such regulations as the
poard of directors of said company shall from time to
ime prescribe; and the directors may receive real or per-
sonal property in payment for subscriptions to the capital
stock at such valuation as may be agreed upon between
the directors and the subscribers.

3. The said company is authorized and empowered to
purchase, hold, own, lease, and control in any manner,
grant, bargain, sell, mortgage, convey, and otherwise dis-
pose of real and personal estate in this state or elsewhere ;
and the said company is authorized and empowered to lay
out said lands, or any part thereof, into parcels or lots of
convenient size, with intervening roads, lanes, streets and
alleys, and develop, work, improve and cultivate, or other-
wise dispose of the same in such manner and upon such
terms as the said company may think proper; and may
contract for, purchase, lease, hold, construct, operate and
maintain any work of public or private improvement in
this state or elsewhere: provided, however, that nothing in
this section shall be construed as exempting the said com-
pany from the provisions of chapter fifty-one of the code
of eighteen hundred eighty-seven, if it shall be engaged
in constructing or operating any work of internal improve-
ment in this state.

4, The persons named in section one of this act shall
constitute the first board of directors of the said com-

any, and shall continue in office until the first meeting
of the stockholders thereof. At such first meeting, and
at every annual meeting, so many directors shall be elected
as may be prescribed by the by-laws and regulations of
said company, who may be removed by the stockholders
in goneral meeting, but unless so removed shall continue
in office until their successors shall be elected and quali-
fied. Each stockholder in the company shall, at all meet-
ings 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 presi-
dent, 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 directors shall
have elected a president, said company shall be considered
legally organized, and may proceed to the transaction of
business. The board shall appoint, to hold during its
pleasure, the subordinate officers and agents of the said
company, prescribe their compensation and take from
them such bonds with such security as they may deem fit.

6. The board of directors may establish offices and agen-
cies at such places as they may deem proper; but the
principal office of the company shall be located at some
point withir the limits of the state of Virginia.

7. The annual meeting of the stockholders of the said
company shall be held at , on after the
in of each year, or on such other day and at
such other place as the stockholders may, by resolution
adopted at any annual meeting, prescribe; said resolution
to take effect at the next annual meeting thereafter, how-
ever. A general meeting of the stockholders of said com-
pany may be held at any time, as provided for by section
eleven hundred and twenty-two of the code of Virginia.

8. The said company shal] issue certificates of stock in
said company to the subscribers thereof, in shares of not
less than fifty dollars each, signed by the president and
countersigned by the secretary of the company. The said
certificates shall be transferable only upon the books of
the company by the said subscribers, their personal repre-
sentative, or duly authorized agent or attorney.

9. It shall be lawful for the said company to 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 any of its works, and to secure the
payment of said bonds by mortgages or deeds of trust upon
all or any portion of its property or-franchises, including
the franchises to be a corporation; and it shall be lawful
for said company to guarantee the payment of the interest
or principal and interest of any bonds ‘or any other evi-
dences of indebtedness that may be issued by any railroad
company or any incorporated company, or subscribe to,
acquire, and to hold shares in the capital stock of any
such company whenever the board of directors of the Tide-
water building and construction company shall deem it to
its interest to do so.

10. No stockholder in said company shall ever 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 company for stock subscribed for
by said stockholder.

11. Whenever this corporation shall exercise any of the
privileges conferred by this act it shall be liable to pay the
same taxes and licenses as may be imposed by law upon
— like corporations or persons exercising like privi-

eges.

12. The charter herein granted, except as to matters
herein otherwise specially provided for, is hereby declared
to be subject to the provisions of the general law in regard
to chartered companies and corporations as expressed in
the code of Virginia, chapters forty-six and forty-seven.

13. This charter is granted upon the condition that all
taxes and other liabilities due by it to the state of Vir-
ginia shall be paid in currency, and not in coupons.

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